Common use of Indemnification by Investors Clause in Contracts

Indemnification by Investors. Each Investor, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely upon: (x) such Investor’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in not misleading to the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingextent, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that that, (i1) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly has approved by such Investor in writing expressly Annex A hereto for use in the Registration Statementthis purpose), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.. (c)

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1B-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net gross proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees, employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons), to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or reviewi) arising solely out of or based on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (ii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Common Stock and (B) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her such Investor or it its agent in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto (it being understood that the information provided by such the Investor to the Company in Exhibits H-1Exxxxxxx X-0, H-2 X-0 and H-3 D-3 and the Plan of Distribution set forth on Exhibit GF, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration StatementStatement and Prospectus, as applicable), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1B-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section SECTION 15 of the Securities Act and Section SECTION 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents B constitutes information reviewed and expressly approved by such Investor in writing expressly 11 for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless (i) the Company, (ii) its directors, officers, agents and employees, (iii) each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and (iv) and the directors, officers, agents or employees of such controlling PersonsPersons (collectively, the “Company Indemnified Parties”), to the fullest extent permitted by applicable law, from and against all Losses (Damages, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely incurred, that arise out of or are based upon (A) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, prospectus or any form of prospectus, prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or relating to (B) any omission of or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only only, with respect to (A) and (B) above, (i) to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon any untrue statement or alleged untrue statement of a fact or omission or alleged omission of a fact so made in reliance upon and in conformity with written information regarding such Investor furnished to the Company by him, her or it in writing on behalf of such Investor expressly for use therein, or (ii) to the extent that such arise out of or are based upon information relates relating to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and which was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the a Registration Statement), such Prospectus prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder be greater or (iii) in amount than the dollar amount case of an occurrence of an event of the net proceeds received type specified in Section 2(i), the use by himsuch Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that such prospectus is outdated or defective and prior to the correction of such defect. Notwithstanding anything herein to the contrary, her no Investor shall be liable hereunder to any Company Indemnified Party for any information which such Investor did not furnish to the Company or it upon otherwise review or for the sale use of the Registrable Securities giving rise to such indemnification obligationan outdated or defective prospectus by a different Investor.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, prospectus contained therein or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus contained therein or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus prospectus or such form of prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), the use by such Investor of an outdated or defective prospectus contained therein after the Company has notified such Investor in writing that the prospectus contained therein is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 2.4. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use thereinin the Registration Statement or Prospectus, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such the subject Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the subject Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the a Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration {33164\10\DT262983.DOC;1} Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 2.4. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statementregistration statement, any Prospectusprospectus, or any form of prospectus, or in any amendment or supplement thereto, or any free writing prospectus utilized in connection therewith, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus prospectus or form of prospectus or supplement thereto, or any free writing prospectus, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement registration statement or such Prospectus prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities Offering Shares and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement)registration statement, such Prospectus prospectus or such form of prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(e)(vi)(y)-(z), the use by such Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that the prospectus is outdated or defective and prior to the receipt by such Investor of Effective Notice pursuant to Section 3(c). In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities Offering Shares giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any material breach of this Agreement by such Investor or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case, on the effective date thereof, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1B-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorTo the fullest extent permitted by applicable law, each Investor will, if Registrable Securities held by such Investor are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointlyjointly with any other Investors, shall indemnify and hold harmless the Company, each of its directors, officers, agents and employeesrepresentatives, each Person who controls the Company (or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of (collectively, the Exchange Act) and the directors“Investor Indemnified Parties”), officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction or actions in a final judgment not subject respect thereof) to appeal or review) the extent arising solely out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statementany registration statement, any Prospectusprospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to based on any omission of (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 any Prospectus or form of prospectus or supplement theretotherein, in the light of the circumstances under in which they were made) , not misleading, and will reimburse each of the Investor Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion made in such Registration Statement registration statement, prospectus, offering circular, “issuer free writing prospectus” or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely other document in reliance upon and in conformity with written information regarding such Investor furnished to the Company by him, her or it in writing expressly such Investor and stated to be specifically for use therein; provided, or however, that in no event shall any indemnity under this Section 3.2 payable by any Investor exceed an amount equal to the extent that such information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it upon the sale such Investor in respect of the Registrable Securities giving rise sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such indemnification obligationsettlement is effected without the prior written consent of the applicable Investor (which consent shall not be unreasonably withheld or delayed).

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, Company and its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions occur in reliance upon and conformity with, and are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1E-1, H-2 E-2 and H-3 E-3 and the Plan of Distribution set forth on Exhibit GF, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds actually received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees, employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons), to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or reviewi) arising solely out of or based on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (ii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Registrable Securities and (B) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her such Investor or it its agent in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto (it being understood that the information provided by such the Investor to the Company in Exhibits H-1Exxxxxxx X-0, H-2 X-0 and H-3 D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit GF hereto, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration StatementStatement and Prospectus, as applicable), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each Investor, severally Investor separately (and not jointly, shall jointly or severally) will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.8(a)) the Company, its officers, directors, officersmanagers, agents and employees, limited partners, general partners, equityholders, investment managers, management companies and Affiliates (in each Person case, in their capacities as such), and each other Person, if any, who controls the Company (within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including 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 and Section 20 of the Exchange Actor otherwise, insofar as such losses, claims, damages, or liabilities (or any actions in respect thereof) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or reviewi) arising solely arise out of or are based upon any untrue or alleged untrue statement of a any material fact contained contained, on any applicable effective date, in any Shelf Registration Statement under which such securities were registered under the Registration Statement, any Prospectus, Securities Act or any form of prospectus, or in any amendment or supplement theretoto any of the foregoing, or arising which arise out of or relating are based upon the omission or alleged omission to any omission of state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of the prospectus or supplement theretoany preliminary prospectus forming a part of such Shelf Registration Statement, in the light of the circumstances under which they were made) not misleading or (ii) arise out of or are based upon any untrue or alleged untrue statement of any material fact 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 SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon 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, but only in the case of each of (i) and (ii), if and to the extent that such untrue statement or omission is contained was made in any reliance upon and in conformity with information so furnished by such Investor in writing to the Company by or on behalf of such Investor specifically for inclusion use therein; provided, however, that the total amount to be indemnified by such Investor pursuant to this Section 6.8(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Investor in the offering to which such Shelf Registration Statement or such Prospectus or relates; provided, further, that an Investor shall not be liable in any case to the extent that (i) prior to the filing of any such untrue statements Shelf Registration Statement, prospectus or omissions are based solely upon information regarding any amendment thereof or supplement thereto, such Investor has furnished in writing to the Company by him, her or it in writing information expressly for use thereinin, or and within a reasonable period of time prior to the extent that effectiveness of, such Shelf Registration Statement, prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information previously provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it upon the sale of the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that (i) such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus (and which information was not subsequently corrected or to the extent that supplemented by such Investor) or (iii) such untrue statements or omissions are based solely upon information regarding relate to such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its Investor’s proposed method of distribution of Registrable Securities and was were reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1B-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In Notwithstanding the foregoing or anything to the contrary herein, in no event, event shall such Investor’s the liability of any Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the any Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each Investor, Investor severally (and not jointly, shall ) will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1(a)) the Company, its officers, directors, officersmanagers, agents and employees, limited partners, general partners, equityholders, investment managers, management companies and Affiliates (in each Person case, in their capacities as such), and each other Person, if any, who controls Controls such the Company (within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including 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 and Section 20 of the Exchange Actor otherwise, insofar as such losses, claims, damages, or liabilities (or any actions in respect thereof) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely arise out of or are based upon any untrue or alleged untrue statement of a any material fact contained (a) contained, on its effective date, in any Shelf Registration Statement under which such securities were registered under the Registration Statement, any Prospectus, Securities Act or any form of prospectus, or in any amendment or supplement theretoto any of the foregoing, or arising which arise out of or relating are based upon the omission or alleged omission to any omission of state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of the prospectus or supplement theretoany preliminary prospectus forming a part of such Shelf Registration Statement, in the light of the circumstances under which they were made) not misleading or (b) 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 SEC any amendment or supplement to the final prospectus), or which arise out of or are based upon 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, but only if and to the extent that such untrue statement or omission is contained was made in any reliance upon and in conformity with information so furnished by such Investor in writing to the Company by or on behalf of such Investor specifically for inclusion use in the preparation thereof; provided, however, that the total amount to be indemnified by such Investor pursuant to this Section 7.2 shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Investor in the offering to which such Shelf Registration Statement or such Prospectus or relates; provided, further, that an Investor shall not be liable in any case to the extent that (i) prior to the filing of any such untrue statements Shelf Registration Statement, prospectus or omissions are based solely upon information regarding any amendment thereof or supplement thereto, such Investor has furnished in writing to the Company by him, her or it in writing information expressly for use thereinin, or and within a reasonable period of time prior to the extent that effectiveness of, such Shelf Registration Statement, prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information previously provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it upon the sale of the Registrable Securities giving rise to such indemnification obligationCompany.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees, employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons), to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or reviewi) arising solely out of or based on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (ii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Common Shares and (B) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her such Investor or it its agent in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto (it being understood that the information provided by such the Investor to the Company in Exhibits H-1B-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GE, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration StatementStatement and Prospectus, as applicable), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses arising out of or relating to (as determined i) any misrepresentation or breach of any representation or warranty made by a court such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any breach of competent jurisdiction any covenant, agreement or obligation of such Investor contained in a final judgment not subject to appeal the Transaction Documents or reviewany other certificate, instrument or document contemplated hereby or thereby, (iii) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by or on behalf of such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it on behalf of such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by or on behalf of such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by or on behalf of such Investor and other information provided by such or on behalf of the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation. The preceding to the contrary notwithstanding: (I) the maximum liability of each such Investor under clauses (i) and (ii) of this Section 6.4(b) shall in no event exceed the purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price”; and (II) other than the obligations of each such Investor to the Company the performance of which is to be made or continue to be made by each such Investor on or after the first anniversary of the Agreement Date, all of the other obligations of each such Investor under clauses (i) and (ii) of this Section 6.4(b) shall terminate and be without further force and effect on the first anniversary of the Closing Date.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1C-1, H-2 C-2 and H-3 C-3 and the Plan of Distribution set forth on Exhibit GE, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents Investor, constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds (after discounts and commissions but before expenses) received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company in writing specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(b)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each Investor, severally and not jointly, shall agrees to indemnify and hold harmless the CompanyCompany (and each person, its directorsif any, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) , each officer of the Company who signs the Registration Statement and each director of the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable lawCompany), from and against all Losses any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as determined by a court of competent jurisdiction such losses, claims, damages or liabilities (or actions or proceedings in a final judgment not subject to appeal respect thereof) arise out of, or review) arising solely out of are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form of prospectus, omission or in any amendment or supplement thereto, or arising out of or relating alleged omission to any omission of state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretotherein, in the light of the circumstances under which they were made) , not misleadingmisleading in each case, but only on the effective date thereof, if, and to the extent that extent, such untrue statement or omission is contained or alleged untrue statement or omission was made in any reliance upon and in conformity with written information so furnished by or on behalf of such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan preparation of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), and such Prospectus Investor will reimburse the Company (and each of its officers, directors or controlling persons) for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such form of prospectus action, proceeding or claim; provided, however, that in no event shall any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder indemnity under this Paragraph 5(b) be greater in amount than the dollar net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement and (ii) the amount of the net proceeds any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by him, her or it such Investor upon the sale of the such Registrable Securities giving rise to such indemnification obligationSecurities.

Indemnification by Investors. Each InvestorInvestor shall, notwithstanding any termination of this Agreement, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Personspersons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely upon: any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in not misleading to the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingextent, but only to the extent (1) that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities Shares and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such each Investor to the Company in Exhibits H-1, H-2 and H-3 and has approved the Plan of Distribution set forth on Exhibit G, attached hereto as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly Annex A for use in the Registration Statementthis purpose), such Prospectus or such form of prospectus or in any amendment or supplement thereto, (2) arising from any offer or sale of Registrable Shares during a period in which the Company has suspended use of the prospectus pursuant to Section 3(c)(ii)-(v) and of which suspension such Investor has been provided notice by the Company prior to such offer or sale, or (3) if such Investor fails to deliver, within the time required by the Act, a prospectus that is amended or supplemented, to the extent, but solely to the extent, that such prospectus, as amended or supplemented, would have corrected the untrue statement or omission or alleged untrue statement or omission of a material fact giving rise to such Loss contained in the prospectus delivered by such Investor, so long as the prospectus, as amended or supplemented, has been delivered to such Investor by the Company reasonably prior to such time. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities Shares giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, Company and its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1B-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor or its counsel expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor pursuant hereto and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor or its counsel in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor agrees, severally and not jointly, shall as a consequence of the inclusion of any of its Registrable Securities in a Registration Statement to (i) indemnify and hold harmless the Company, its directorsdirectors (including any person who, officerswith his or her consent, agents is named in the Registration Statement as a director nominee of the Company), its officers who sign any Registration Statement and employeeseach Person, each Person if any, who controls the Company (within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely arise out of any or are based upon (A) an untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement, any Prospectus, Statement or any form of prospectus, Prospectus or in any amendment or supplement thereto, or arising arise out of or relating are based upon the omission or alleged omission to any omission of state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) , in the case of the Prospectus), not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in any reliance upon and in conformity with written information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in therein or (B) the Registration Statement use by an Investor of an outdated Prospectus from and after receipt by the Investor of a notice pursuant to Section 4.2(e), and (it being understood that ii) reimburse the information provided Company for any legal or other expenses incurred by such Investor to the Company in Exhibits H-1connection with investigating or defending any such action or claim as such expenses are incurred; provided, H-2 and H-3 and however, that the Plan of Distribution set forth on Exhibit G, as the same may Investor shall not be modified by such Investor and other information provided by such Investor to the Company liable under this Section 4.6(b) for any amount in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder be greater in amount than the dollar amount excess of the net proceeds received by him, her or it upon paid to the sale Investor in respect of the Registrable Securities giving rise to such indemnification obligationsold by it.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v), 6.2(c)(vi) or 6.2(c)(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.. (c)

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees, employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons), to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or reviewi) arising solely out of or based on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (ii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Registrable Securities and (B) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her such Investor or it its agent in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto (it being understood that the information provided by such the Investor to the Company in Exhibits H-1Exxxxxxx X-0, H-2 and H-3 X-0 xnd D-3 to the Series C SPA and the Plan of Distribution set forth on Exhibit GF hereto, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration StatementStatement and Prospectus, as applicable), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any material breach of this Agreement by such Investor or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, in each case, on the effective date thereof, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1B-0, H-2 and H-3 X-0 xnd B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified in writing by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the event of the use by an Investor of a defective or outdated Prospectus after the Company has informed such Investor that the Prospectus is defective or outdated. In no event, event shall the liability of any Investor hereunder (when combined with liability of such Investor’s liability hereunder Investor under Section 6.4(d)) be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject incurred, to appeal or review) the extent arising solely out of or based solely upon: (x) such Investor’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in i) to the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingextent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (iii) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the a Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each Investor, severally and not jointly, Investor shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, its directors, officers, agents and employees, employees and each Person who controls “controls” the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons), to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or reviewi) arising solely out of or based on any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (ii) arising out of (A) any violation or purported violation of securities laws by such Investor in connection with any resale of Common Shares and (B) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her such Investor or it its agent in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor or its agent expressly for use in the Registration Statement Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto (it being understood that the information provided by such the Investor to the Company in Exhibits H-1B-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GE, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration StatementStatement and Prospectus, as applicable), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) the extent arising solely out of or relating to (i) any misrepresentation or breach of any representation or warranty made by such Investor in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any breach of any covenant, agreement or obligation of such Investor contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (iii) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon in strict conformity with information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Personspersons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject incurred, to appeal or review) the extent arising solely out of or based solely upon (x) such Investor’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) or necessary to make the statements therein not misleadingmisleading (i) to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such Investor in writing to the Company in such Investor’s capacity as a selling Investor specifically and expressly for inclusion in such Registration Statement or such Prospectus or to the extent that (iii) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the a Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly has approved by such Investor in writing expressly Annex A hereto for use in the Registration Statementthis purpose), such Prospectus or such form of prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Investor of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Investor and prior to the receipt by such Investor of the Advice contemplated in Section 7(d). In no event, event shall such Investor’s the liability hereunder of any selling Investor under this Section 6(b) be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely upon: (x) such Investor's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in not misleading to the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingextent, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that that, (i1) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly has approved by such Investor in writing expressly Annex A hereto for use in the Registration Statementthis purpose), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (2) in the case of an occurrence of an event of the type specified in Section 3(b)(ii)-(v), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, Company and its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor that has been approved in writing by such Investor or furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit GCompany, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents hereto, constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Company’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents Investor, constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds (after discounts and commissions but before expenses) received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement theretothereto used in connection with the resale of the Registrable Securities, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretothereto used in connection with the resale of the Registrable Securities, in the light of the circumstances under which they were made) not misleadingmisleading (i) to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or (ii) to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents Investor, constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds (after discounts and commissions but before expenses) received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(iii)-(v), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the event of fraud by such Investor and such fraud gave rise in whole or in part to such Losses. Notwithstanding the foregoing, no Investor shall be liable under this Section 6.4(b) to the extent that Losses giving rise to such indemnification obligation are the result of fraud committed by the Company.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject incurred, to appeal or review) the extent arising solely out of or based solely upon: (x) such Investor’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (in i) to the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingextent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (iii) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the a Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly has approved by such Investor in writing expressly Annex A hereto for use in the Registration Statementthis purpose), such Prospectus or such form of prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6(d). In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of a Suspension, the use by such Investor of an outdated or defective Prospectus after the Company has provided the Investor with a Suspension Notice and prior to the receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each Investor, Investor agrees (severally and not jointly, shall ) to indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Personsharmless, to the fullest extent permitted by applicable law, Parent, its directors and officers and each Person who controls Parent (within the meaning of the Securities Act or the Exchange Act), and each other Investor, each of such other Investor’s respective direct or indirect partners, members or shareholders and each of such partner’s, member’s or shareholder’s partners members or shareholders and, with respect to all of the foregoing Persons, each of their respective Affiliates, employees, directors, officers, trustees or agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against all any Losses resulting from (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or reviewi) arising solely out of any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary or summary Prospectus contained in the Registration Statement, any Prospectus, therein or any form of prospectus, amendment or in supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment or supplement thereto, or arising out of or relating to (ii) any omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any a Prospectus, preliminary Prospectus or form of prospectus or supplement theretoIssuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such Investor in writing to the Company Parent specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, prospectus, offering circular, Issuer Free Writing Prospectus or to the extent that (i) such untrue statements or omissions are based solely other document, in reliance upon and in conformity with written information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved Parent by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement theretotherein. In no event, event shall the liability of such Investor’s liability Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it upon such Investor under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointlyjointly and notwithstanding any termination of this Agreement, shall indemnify and hold harmless the Company, its directors, officers, agents agents, and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities 1933 Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or partners, members, agents, and employees of each such controlling PersonsPerson, to the fullest extent permitted by applicable law, from and against any and all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of Company prospectus, or in any amendment or supplement thereto, or in any Company preliminary prospectus, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that (A) such untrue statement statements, or omission is contained in any omissions are based upon information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding by such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereof or (B) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such Investor shall notify the Company promptly of the institution, threat, or assertion of any Proceeding of which such Investor is aware in connection with the transactions contemplated by this Agreement.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1C-1, H-2 C-2 and H-3 C-3 and the Plan of Distribution set forth on Exhibit GE, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1B-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, notwithstanding any termination of this Agreement, indemnify and hold harmless, to the fullest extent permitted by law, severally and not jointlyjointly with any other Investors, shall indemnify and hold harmless the Company, its directors, officersits officers who sign the Registration Statement, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable lawall other prospective sellers, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in such Registration Statement under which such Registrable Securities were registered under the Registration StatementSecurities Act, any preliminary, final or summary Prospectus, contained therein or any form of prospectusrelated thereto, or in any amendment or supplement thereto, together with the documents incorporated by reference therein, or arising out of or relating any free writing prospectus utilized in connection therewith, incident to any such registration, qualification, or compliance, or based on any omission of (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 8(b)) reimburse the Company, its directors, its officers who sign the Registration Statement, 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 all other prospective sellers for any legal or any other expenses reasonably incurred in the case of connection with investigating or defending any Prospectus such claim, loss, damage, liability, or form of prospectus or supplement theretoaction, in each case to the light of the circumstances under which they were made) not misleadingextent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion made in such Registration Statement Statement, preliminary, final or such Prospectus summary Prospectus, contained therein or to related thereto, or any amendment or supplement thereto, together with the extent documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith in reliance upon and in conformity with written information that (i) such untrue statements or omissions are based solely upon information regarding such Investor is furnished to the Company by himsuch Investor for inclusion therein and that relates to such Investor; provided, her or it however, that the obligations of such Investor hereunder shall not apply to amounts paid in writing expressly for use thereinsettlement of any such claims, losses, damages, or to liabilities (or actions in respect thereof) if such settlement is effected without the extent that such information relates to him, her or it or his, her or its proposed method consent of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood which consent shall not be unreasonably withheld); and provided, further, that the information provided by liability of such Investor shall be limited to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it upon such selling Investor from the sale of the Registrable Securities giving rise to covered by such indemnification obligationRegistration Statement.

Indemnification by Investors. Each InvestorPurchaser, severally and not jointly, shall agrees to indemnify and hold harmless the CompanyCompany (and each person, its directorsif any, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) , each officer of the Company who signs the Registration Statement and each director of the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable lawCompany), from and against all Losses any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as determined such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by a court of competent jurisdiction in a final judgment not subject to appeal such Purchaser or review) arising solely out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form of prospectus, omission or in any amendment or supplement thereto, or arising out of or relating alleged omission to any omission of state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretotherein, in the light of the circumstances under which they were made) , not misleadingmisleading in each case, but only on the effective date thereof, if, and to the extent that extent, such untrue statement or omission is contained or alleged untrue statement or omission was made in any reliance upon and in conformity with written information so furnished by or on behalf of such Investor in writing to the Company Purchaser specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan preparation of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), and such Prospectus Purchaser will reimburse the Company (and each of its officers, directors or controlling persons) for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such form of prospectus action, proceeding or claim; provided, however, that in no event shall any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder indemnity under this Paragraph 5(b) be greater in amount than the dollar amount of the proceeds (net proceeds received by him, her or it upon of (i) the sale purchase price of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationobligation and (ii) the amount of any damages such Purchaser has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Purchaser upon the sale of such Registrable Securities.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor's proposed method of distribution of Registrable Registerable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 2.4. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Registerable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, notwithstanding any termination of this Agreement, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Personspersons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or based solely upon: any untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in not misleading to the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingextent, but only to the extent (1) that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor's proposed method of distribution of Registrable Securities Conversion Shares and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such each Investor to the Company in Exhibits H-1, H-2 and H-3 and has approved the Plan of Distribution set forth on Exhibit G, attached hereto as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly Annex A for use in the Registration Statementthis purpose), such Prospectus or such form of prospectus or in any amendment or supplement thereto, (2) arising from any offer or sale of Conversion Shares during a period in which the Company has suspended use of the prospectus pursuant to Section 3(c)(ii)-(v) and of which suspension such Investor has been provided notice by the Company prior to such offer or sale, or (3) if such Investor fails to deliver, within the time required by the Act, a prospectus that is amended or supplemented, to the extent, but solely to the extent, that such prospectus, as amended or supplemented, would have corrected the untrue statement or omission or alleged untrue statement or omission of a material fact giving rise to such Loss contained in the prospectus delivered by such Investor, so long as the prospectus, as amended or supplemented, has been delivered to such Investor by the Company reasonably prior to such time. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities Conversion Shares giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1B-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GC, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor's proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(b)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 6.5. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (Losses, as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) incurred, arising solely out of or relating to (i) any breach of any representation or warranty made by such Investor in this Agreement, (ii) any failure of the Investor to comply with any covenant, agreement or obligation of such Investor contained in this Agreement, or (iii) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (iA) such untrue statements or omissions are based solely made in reliance upon and in strict conformity with information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that (B) such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0, X-0 and H-3 B-4 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus (C) if the Company has provided a notice under Section 6.1(e) or in the case of an occurrence of an event of the type specified in Section 6.2(c)(iv) (in the case of a request for an amendment), (v), (vi) or (vii), the use by such Investor of the Prospectus after the Company has notified such Investor in writing pursuant to Section 6.1(e) or 6.2(c) and prior to the receipt by such Investor pursuant to Section 6.1(e) or 6.2(c) that the Prospectus, as then amended or supplemented, may be used; but, with respect to clauses (i) and (ii) above, only to the extent such Losses do not arise out of or relate to (I) any amendment breach of any representation or supplement theretowarranty made by the Company in this Agreement or (II) any failure of the Company to comply with any covenant or agreement of the Company contained in this Agreement. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Registerable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 2.4. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Registerable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorTo the fullest extent permitted by law, severally and not jointly, shall each Investor of Registrable Common which is included in a registration statement pursuant to the provisions hereof will indemnify and hold harmless the Company, its directors, directors and officers, agents and employeeseach Person, each Person if any, who controls the Company (within the meaning of Section 15 the Securities Act, any other Investor selling securities pursuant to such registration statement, any controlling Person of any such selling Investor, any underwriter and any controlling Person of any such underwriter (including any broker or dealer through whom such of the shares may be sold) (each, an “Indemnitee”) from and against, and will reimburse any Indemnitee with respect to, any and all Losses to which such Indemnitee may become subject under the Securities Act and Section 20 of the Exchange Act) , state securities laws or otherwise, and the directorsCompany will pay to each such Investor, officersunderwriter or controlling person any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, agents insofar as such Losses are caused by any untrue or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any alleged untrue statement of a any material fact contained in the Registration Statementsuch registration statement, any Prospectus, prospectus contained therein or any form of prospectus, or in any amendment or supplement thereto, or arising arise out of or relating are based upon the omission or the alleged omission to any omission of state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretotherein, in the light of the circumstances under in which they were made) , not misleading, in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was so made in any reliance upon and in conformity with written information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood preparation thereof, and provided, however, that the information provided indemnity agreement in this Section 2.6(b) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the indemnifying Investor, which consent shall not be unreasonably withheld; provided, however, that such indemnifying Investor shall not, without approval of each party being indemnified pursuant to this Section 2.6(b), which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability with respect to such claim or litigation; and provided, further that the obligations of such Investors under this Section 2.6(b) shall be limited to the amount by which the proceeds to each such Investor to of Registrable Common from such offering exceeds the Company in Exhibits H-1amount paid (including underwriters’ discounts and commissions, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved if any) by such Investor in writing expressly for use in the Registration Statement), connection with such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it upon the sale of the Registrable Securities giving rise to such indemnification obligationregistration.

Indemnification by Investors. Each Investor, severally and not jointly, shall agrees to indemnify and hold harmless the CompanyCompany (and each person, its directorsif any, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) , each officer of the Company who signs the Registration Statement and each director of the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable lawCompany), from and against all Losses any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as determined such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement by a court of competent jurisdiction in a final judgment not subject to appeal such Investor or review) arising solely out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form of prospectus, omission or in any amendment or supplement thereto, or arising out of or relating alleged omission to any omission of state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement theretotherein, in the light of the circumstances under which they were made) , not misleadingmisleading in each case, but on the effective date thereof, if, and only to the extent that extent, such untrue statement or omission is contained or alleged untrue statement or omission was made in any reliance upon and in conformity with written information so furnished by or on behalf of such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it in writing expressly for use therein, or to the extent that such information relates to him, her or it or his, her or its proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan preparation of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), and such Prospectus Investor will reimburse the Company (and each of its officers, directors or controlling persons) for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such form of prospectus action, proceeding or claim; provided, however, that in no event shall any amendment or supplement thereto. In no event, shall such Investor’s liability hereunder indemnity under this Section 6.4(b) be greater in amount than the dollar amount of the proceeds (net proceeds received by him, her or it upon of (i) the sale purchase price of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationobligation and (ii) the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission or alleged untrue statement or omission) received by such Investor upon the sale of such Registrable Securities.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0, X-0 and H-3 B-4 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, Company and its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions occur in reliance upon and conformity with, and are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1E-1, H-2 E-2 and H-3 E-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds actually received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her or it such Investor in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents B constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished by such Investor (or their counsel) in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished to the Company by him, her such Investor (or it their counsel) in writing expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Investor (or their counsel) expressly for use in the Registration Statement (it being understood that the information provided by such the Investor to the Company in Exhibits H-1X-0, H-2 X-0 and H-3 B-3 and the Plan of Distribution set forth on Exhibit GD, as the same may be modified by such Investor and other information provided by such the Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement thereto. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Investors. Each InvestorInvestor shall, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleadingmisleading to the extent, but only to the extent extent, that such untrue statement or omission is contained in any information so furnished in writing by such Investor in writing to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Investor furnished in writing to the Company by him, her or it in writing such Investor expressly for use therein, or to the extent that such information relates to him, her such Investor or it or his, her or its such Investor’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Investor expressly for use in the Registration Statement (it being understood that the information provided by such Investor to the Company in Exhibits H-1, H-2 and H-3 and the Plan of Distribution set forth on Exhibit G, as the same may be modified by such Investor and other information provided by such Investor to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Investor in writing expressly for use in the Registration Statement), such Prospectus or such form of prospectus Prospectus or in any amendment or supplement theretothereto or (ii) in the case of an occurrence of an event of the type specified in Section 2.1(c)(v)-(vii), the use by such Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that the Prospectus is outdated or defective and prior to the receipt by such Investor of the Advice contemplated in Section 2.4. In no event, event shall such Investor’s the liability of any selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by him, her or it such Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.