Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or or, to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or or, to the extent that such information relates to such the Holder or such the Holder's ’s proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. (a) Purchaser and its permitted assignees shallhereby indemnifies Seller, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, employees, agents, and employees and each Person who controls the Company any person controlling Seller (within the meaning of Section 15 the Securities Act) each underwriter, if any, of Seller's securities covered by such registration statement, each person who controls that underwriter (within the meaning of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and ) against all Losses, as incurred, Claims (including any Claim incurred in settlement of any litigation commenced or settled) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required on (i) any untrue statement or any alleged untrue statement of a material fact contained in any prospectus or any related registration statement, notification or the Registration Statementlike, any Prospectusincident to such registration, qualification or compliance, or any form of prospectus, or arising solely out of or based solely upon (ii) any omission of or alleged omission to state in any such prospectus or any related registration statement, qualification or compliance, a material fact required to be stated therein in it or necessary to make the statements therein (statement(s) in the case of any Prospectus or form of prospectus or supplement thereto, it not misleading in the light of the circumstances circumstance in which the statement was made, or (iii) any violation by Purchaser of any rule or regulation promulgated under which they were madethe Securities Act applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration, qualification or compliance; provided, however, that the indemnity agreement contained in this Section 4.8(a) not misleading, will apply to the extent, but any Claim only to the extentextent that it arises out of or is based upon a Violation which occurs solely in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of Purchaser, and provided further that Purchaser will have no liability hereunder if (A) any such written information contained an untrue statement or omission is contained in or omitted from any information so furnished alleged untrue statement or omission that was subsequently corrected in writing by such Holder Purchaser and furnished to Seller or the Special Counsel to underwriter in sufficient time for incorporation into the Company specifically for inclusion final prospectus, or (B) Seller pays any amounts in settlement of any such Claim if such settlement is effected without the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form consent of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall Purchaser (which consent will not be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementunreasonably withheld).

Indemnification by Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Investor, and each of its Investor’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to 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 prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder or Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless harmless, to the fullest extent permitted by Law, (i) the Company and its officers, directors, stockholders, employees, advisors, agents and Affiliates, (ii) each of the Company’s Affiliates’ officers, each of its directors, officers stockholders, employees, advisors, agents, and employees and (iii) each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act, the Exchange ActAct or the Canadian Securities Laws), against any and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, Losses arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or on (A) any untrue statement (or alleged untrue statement) of a material fact made by Purchaser contained in the any Registration Statement, Statement (including any Prospectus, ) or any form of prospectus, other document incorporated by reference therein or arising solely out of or based solely upon (B) any omission of (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by Purchaser therein not false or misleading (in the case of any Prospectus or form of prospectus or supplement theretoProspectus, in the light of the circumstances under which they were made) not misleading), and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing by such Holder or the Special Counsel to the Company by Purchaser and stated to be specifically for inclusion use in the such Registration Statement or such Prospectus and Prospectus, provided, however, that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form obligations of prospectus or Purchaser hereunder shall be limited to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementSubscription Price.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 officers, agents and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest full extent permitted by applicable law, from and against all LossesLosses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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 based solely upon 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, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus SupplementProspectus. Notwithstanding anything to the contrary contained herein, the Holder Purchaser shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder Purchaser as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. In connection with any Registration Statement in which the Purchaser and its permitted assignees shallas a holder of Registrable Securities is participating, the Purchaser shall severally and but not jointly, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its any underwriter participating in the distribution and their respective directors, officers officers, agents and employees and employees, each Person who controls the Company or any such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable lawperson (individually a "Company Indemnified Person"), from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required (i) any untrue or any 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 thereto or in any Preliminary Prospectus, or arising solely out of or based solely upon upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (not misleading, and, in the case of any Prospectus the Prospectus, or form of prospectus prospectus, or supplement in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made) , not misleading, in either case, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained or alleged omission has been made therein in or omitted from any reliance upon and in conformity with information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in therein or (ii) the Registration Statement, such Prospectus failure of the Purchaser (if it is determined that it was the responsibility of the Purchaser) at or such form of Prospectus Supplement. Notwithstanding anything prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result written confirmation of the sale of the Registrable Securities pursuant to send or deliver a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) to the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and supplemented). In no event shall the liability of the Purchaser hereunder be, or be claimed by the Company to be, greater in amount than the dollar amount of the proceeds actually received by the Purchaser upon the sale of the Registrable Securities giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required upon: any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon 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, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Purchaser’s information provided to the Company for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved Exhibit B hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such form of Prospectus Supplement. Notwithstanding anything Purchaser in connection with any claim relating to the contrary contained herein, the Holder shall be liable under this Section 5(b4.13(f) for only that and the amount as does not exceed the net proceeds of any damages such Purchaser has otherwise been required to pay by reason of such Holder as a result of untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities pursuant included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon relating to (i) the failure of the Purchaser Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in connection with a purchase or sale, (ii) the Holder’s use of a representation or prospectus when required other than the Prospectus, as amended or supplemented, in connection with a purchase or sale, or (iii) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that (A) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (B) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or or, to the extent that such information relates to such the Holder or such the Holder's ’s proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, (i) to the extent, but only to the extent, that such untrue statement statements or omission is contained in or omitted from any omissions are based solely upon information so furnished in writing by such regarding the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing to the Company by such the Holder expressly for use therein and (ii) as a result of the failure of Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in the Registration Statement, such Prospectus connection with an offer or such form of Prospectus Supplementsale. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. (a) Purchaser hereby indemnifies and its permitted assignees shall, severally and not jointly, indemnify and agrees to hold harmless the CompanySeller, each of its directorsdirectors and officers, officers and employees and each Person person, if any, who controls the Company (Seller within the meaning of Section 15 of the Securities Act of 1933, as amended, (the "Act") against any losses, claims, damages, liabilities and Section 20 of the Exchange Act)expenses, and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoingjoint or several, to which such person may be subject under the fullest extent permitted by applicable lawAct or otherwise and so far as such losses, from and against all Lossesclaims, as incurreddamages, arising solely liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required or (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which the Registration StatementShares are registered under the Act, any Prospectuspreliminary prospectus or final prospectus included therein, or any form of prospectusamendment or supplement thereto, or arising solely out of any document incorporated by reference therein, or based solely upon (ii) any omission of or alleged omission to state therein a material fact required to be stated therein 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, and Purchaser will reimburse each such person for any legal or any other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that Purchaser shall not be liable in any such case to the extentextent that any such loss, but only to the extentclaim, that such damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission is contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing by such Holder person to Purchaser. This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Purchaser or any such director, officer or controlling person and shall survive the Special Counsel to transfer of the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon Shares by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementSeller.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees employees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required any untrue statement or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectusprospectus or in any amendment or supplement thereto, or arising solely out of or based solely upon 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, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or Prospectus or to the extent that (i) such Prospectus and that such untrue statements or omissions are based upon information was reasonably relied upon by regarding Purchaser furnished in writing to the Company by Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates related to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached hereto), or (ii) in the case of an occurrence of an event of the type specified in Paragraph (3)(b) above, the use by Purchaser of an outdated or defective Prospectus after the Company has notified Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by Purchaser of the Holder Advice contemplated in Paragraph (6) below. In no event shall the liability of Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointlyjointly with any other Purchaser or selling stockholder named in the Registration Statement, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required upon: any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon 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, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Purchaser’s information provided to the Company for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved Exhibit A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such form of Prospectus Supplement. Notwithstanding anything Purchaser in connection with any claim relating to the contrary contained herein, the Holder shall be liable under this Section 5(b4.11(f) for only that and the amount as does not exceed the net proceeds of any damages such Purchaser has otherwise been required to pay by reason of such Holder as a result of untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities pursuant included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its officers, directors, officers partners, members, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), ) and the officers, directors, officers partners, members, agents and employees of each such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoingPerson, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form of Company prospectus or in any amendment or supplement thereto or in any Company preliminary prospectus, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that (A) such untrue statement statements, alleged untrue statements, omissions or omission is contained in or omitted from any alleged omissions are based solely upon information so regarding Purchaser furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser or its counsel expressly for use in the Registration Statement, or (B) with respect to any prospectus, if the untrue statement or omission of material fact contained in such Prospectus prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, if such form of Prospectus Supplementcorrected prospectus was timely made available by Purchaser to the Company, and the Company seeking indemnity hereunder was advised in writing not to use the incorrect prospectus prior to the use giving rise to Losses. Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder no Indemnifying Party (as hereinafter defined) shall be liable under this Section 5(bobligated to indemnify an Indemnified Party (as hereinafter defined) hereunder for only that amount as does not exceed portion of any Losses that have been the net proceeds to such Holder as a result of the sale gross negligence or willful misconduct of Registrable Securities pursuant to such Registration StatementIndemnified Party or the breach of a Transaction Document by an Indemnified Party.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless harmless, to the fullest extent permitted by Law, (i) the Company and its officers, directors, stockholders, employees, advisors, agents and Affiliates, (ii) each of the Company’s Affiliates’ officers, each of its directors, officers stockholders, employees, advisors, agents, and employees and (iii) each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act, the Exchange ActAct or the Canadian Securities Laws), against any and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, Losses arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or on (A) any untrue statement (or alleged untrue statement) of a material fact made by Purchaser contained in the any Registration Statement, Statement (including any Prospectus), the Canadian Prospectus or any form of prospectus, other document incorporated by reference therein or arising solely out of or based solely upon (B) any omission of (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by Purchaser therein not false or misleading (in the case of any Prospectus or form of prospectus or supplement theretoand the Canadian Prospectus, in the light of the circumstances under which they were made) not misleading), and will reimburse the Persons listed above for any reasonable and documented legal or any other expenses reasonably incurred in connection with investigating or defending any such Losses, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is contained made in or omitted from any reliance upon and in conformity with written information so furnished in writing by such Holder or the Special Counsel to the Company by Purchaser and stated to be specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the such Registration Statement, such Prospectus or such form the Canadian Prospectus, provided, however, that the obligations of prospectus or Purchaser hereunder shall be limited to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementSubscription Price.

Indemnification by Purchaser. Purchaser and its permitted assignees Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, extent that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Investor Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplementprospectus. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net gross proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.this

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder In no event shall be liable Purchaser’s liability for indemnification under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such Holder as a result of aggregate amount invested by Purchaser under the sale of Registrable Securities pursuant to such Registration StatementPurchase Agreement.

Indemnification by Purchaser. Notwithstanding any termination of this Agreement, the Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers and employees who signed 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 the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, ) to the fullest extent permitted by applicable law, from and against all Losseslosses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any 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 in any preliminary prospectus, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that (i) such untrue statement statements, alleged untrue statements, omissions or omission is contained in or omitted from any alleged omissions are based solely upon information so regarding such Purchaser furnished in writing by such Holder or the Special Counsel to the Company specifically by such Purchaser expressly for inclusion in use therein (except where the Registration Statement or such Prospectus and that such information was reasonably relied upon by Purchaser has notified the Company for use in writing that the Registration Statementinformation is outdated or defective), such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved provided to such Purchaser in the draft Registration Statement or Prospectus, or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder expressly for use Purchaser of the Advice contemplated in Section 6.5. In no event shall the Registration Statement, such Prospectus or such form liability of Prospectus Supplement. Notwithstanding anything to any selling Purchaser hereunder be greater in amount than the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, members, partners, and employees 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 and officers, or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon relating to: (x) Purchaser’s failure to comply with the prospectus delivery requirements of the Securities Act, (y) any violations or alleged violations by Purchaser to deliver of the prospectus when required Securities Act, the Exchange Act, any other law, including without limitation, any state securities laws, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (z) 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 thereto or in any preliminary prospectus, or Issuer Free Writing Prospectus or arising solely out of or based solely upon 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, (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus Issuer Free Writing Prospectus or (ii) to the extent that such information relates to such Holder (1) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by Purchaser of an outdated or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved defective Prospectus or Issuer Free Writing Prospectus after the Company has notified Purchaser in writing by such Holder expressly for use in that the Registration Statement, such Prospectus or such form of Issuer Free Writing Prospectus Supplement. Notwithstanding anything is outdated or defective and prior to the contrary contained herein, receipt by Purchaser of the Holder Advice contemplated in Section 6(e) or (2) any use of a Registration Statement during any Blackout Period after the Company has notified Purchaser in writing of such Blackout Period. In no event shall the liability of Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon relating to (i) the failure of the Purchaser Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in connection with a purchase or sale, (ii) the Holder's use of a representation or prospectus when required other than the Prospectus, as amended or supplemented, in connection with a purchase or sale, or (iii) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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 Prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that (A) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (B) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or Prospectus or, to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees shallshall indemnify, severally and not jointly, indemnify defend and hold harmless the CompanyStockholders, each of its directors, officers and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)their Affiliates, and the directors, officers their respective successors and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable lawassigns (“Stockholder Indemnified Parties”), from and against any and all LossesLosses arising out of, as incurredbased upon or resulting from (a) any breach or violation of, arising solely out inaccuracy or misrepresentation in, or failure by Purchaser to perform, any of the representations, warranties, covenants, agreements or based solely upon failure other obligations of the Purchaser made in this Agreement, (b) Taxes relating to deliver periods after the prospectus when required Closing Date or arising as a result of the Merger, and (c) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Statement or any Prospectusprospectus thereunder, or any form of prospectus, omission or arising solely out of or based solely upon any 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 theretotherein, in the light of the circumstances under which they were made) , not misleading, except to the extent, but only to the extent, extent that (1) such untrue statement statements or omission is contained in or omitted from any omissions (A) are based solely upon information so regarding such Stockholder furnished in writing to Purchaser by or on behalf of such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Stockholder for use in the Registration Statementtherein, such Prospectus or such form of prospectus or (B) to the extent that such information relates to such Holder Stockholder or such Holder's Stockholder’s proposed method of distribution of Registrable Securities Merger Consideration Shares and was reviewed and expressly approved in writing by such Holder expressly Stockholder for use therein, or (2) the use by a Stockholder of an outdated or defective prospectus after Purchaser has notified such Stockholder in writing that the Registration Statement, such Prospectus prospectus is outdated or such form of Prospectus Supplement. Notwithstanding anything to defective and should not be used by the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as Stockholder and makes available a result of the sale of Registrable Securities pursuant to such Registration Statementcurrent and non-defective prospectus.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or or, to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the CompanyIssuer and its officers, each of its directors, officers members and employees their respective successors and each Person who controls assigns (collectively, the Company “Issuer Indemnified Parties”) from and against any third party losses, claims, damages or liabilities to which such Issuer Indemnified Parties may become subject (within the meaning of Section 15 of under the Securities Act and Section 20 or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the Exchange Act)representations or warranties of such Purchaser contained herein, or failure to comply with the covenants and agreements of such Purchaser contained herein, and the directorssuch Purchaser will reimburse such Issuer Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, officers and employees of defending or preparing to defend any such controlling Personsaction, and the respective successorsproceeding or claim, assignsprovided, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon 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, to the extent, but only to the extenthowever, that such untrue statement or omission is contained Purchaser shall not be liable in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or case to the extent that such information relates loss, claim, damage or liability arises out of, or is based upon, a breach of any representations or warranties made by the Issuer herein, or the failure of the Issuer to comply with its covenants and agreements contained in this Agreement. Such Purchaser shall reimburse each Issuer Indemnified Party for the amounts provided for herein on demand as such Holder or expenses are incurred; provided, however, that such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser’s obligation to indemnify the Issuer Indemnified Parties shall in writing no event exceed the aggregate amount received by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of Purchaser from the sale of Registrable Securities pursuant to such Registration Statementthe Purchased Units.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents, stockholders, Affiliates and employees 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 and officers, stockholders, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely that arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required any untrue or any 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 thereto or in any preliminary prospectus, or arising solely out of or based solely upon relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus Prospectus, or any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading (i) to the extent, but only to the extent, extent that such untrue statement statements, alleged untrue statements, omissions or omission is contained in or omitted from any alleged omissions are based solely upon information so regarding Purchaser furnished in writing by such Holder or the Special Counsel to the Company specifically by Purchaser expressly for inclusion in use therein or (ii) to the Registration Statement or such Prospectus and extent that such information relates to Purchaser or Purchaser’s proposed method of distribution of Registrable Securities and was reasonably relied upon reviewed and approved in writing by the Company Purchaser expressly for use in the a Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto (it being understood that Purchaser has approved Annex A hereto for this purpose) or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(v), to the extent that such information relates to such Holder Purchaser uses an outdated or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved defective Prospectus after the Company has notified Purchaser in writing by such Holder expressly for use in that the Registration Statement, such Prospectus is outdated or such form of Prospectus Supplement. Notwithstanding anything defective and prior to the contrary contained herein, receipt by Purchaser of the Holder Advice contemplated in Section 6(d). In no event shall the liability of Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.or

Indemnification by Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Investor, and each of its directors, Investor’s officers and employees directors and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesclaims, as incurredsuits, arising solely actions, or litigation brought by a third party, whether joint or several, that arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any Prospectusamendment or supplement to such Registration Statement, or any form of prospectus, or arising solely that arise out of or are based solely upon any omission of to state a material fact required to be stated therein or necessary to make the statements therein not misleading (“Claim”), and any losses, damages, liabilities, costs (including, without limitation, reasonable and documented attorneys’ fees) and expenses as incurred as a result of such Claim (provided, however, that the indemnity agreement contained in the case this Section 4.1 shall not apply to amounts paid in settlement of any Prospectus such claim, loss, damage, liability or form action if such settlement is effected without the consent of prospectus Purchaser, such consent not to be unreasonably withheld, delayed or supplement theretoconditioned); provided, however, that Purchaser will not be liable in the light of the circumstances under which they were made) not misleading, any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder or Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter (within the meaning of the Securities Act) on substantially the same basis as that of the indemnification provided above in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointlynotwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the Companyofficers, directors, agents (including any underwriters retained by such Holder in connection with the offer and sale of Registrable Securities), brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of its directorsthem, officers and employees and each Person who controls the Company any such Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), ) and the officers, directors, officers agents and employees of each such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoingPerson, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon 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, except to the extent, but only to the extent, that such untrue statement statements or omission is contained in or omitted from any omissions are based solely upon information so regarding such Holder furnished in writing to Purchaser by such Holder or the Special Counsel to the Company specifically expressly for inclusion in the Registration Statement or such Prospectus and that such use therein, which information was reasonably relied upon on by the Company Purchaser for use in the Registration Statement, such Prospectus or such form of prospectus therein or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto (provided that Purchaser amended any disclosure with respect to the contrary contained hereinmethod of distribution upon written notice from the Holders that such section of the Prospectus should be revised in any way). In addition, the Holder Purchaser shall not be liable under this Section 5(bfor any Losses to any Holder with respect to any untrue or alleged untrue statement or omission or alleged omission if such statement or omission was made in a preliminary Prospectus that is corrected in a final Prospectus (or any amendment or supplement thereto) for only if the person asserting such Losses purchased Common Stock from a Holder in reliance upon such preliminary Prospectus (or a Prospectus which was subsequently amended or supplemented) or the Prospectus, as subsequently amended or supplemented, that amount as does not exceed the net proceeds was delivered by Purchaser to such Holder as a result prior to written confirmation of the sale of Registrable Securities pursuant the Common Stock to such Registration Statementperson in any case where such delivery of such Prospectus to the purchaser of the Common Stock (as amended or supplemented) is required, unless such failure to deliver such final Prospectus to the purchaser of the Common Stock (as amended or supplemented) was a result of noncompliance by Purchaser with Section 3(f) of this Agreement. Purchaser shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which Purchaser is aware in connection with the transactions contemplated by this Agreement.

Indemnification by Purchaser. To the extent permitted by law, Purchaser and its permitted assignees shall, severally and not jointly, will indemnify and hold harmless each Stockholder, such Stockholder's heirs, successors and assigns, any underwriter (as defined in the Company0000 Xxx) for such Stockholder (if selected by Purchaser or approved by Purchaser), each of its directors, officers and employees and each Person person, if any, who controls the Company (such Stockholder or underwriter within the meaning of Section 15 of the Securities 1933 Act and Section 20 of or the Exchange 1934 Act), and against any losses, claims, damages, liabilities or actions to which they may become subject under the directors1933 Act, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable 1934 Act or other federal or state law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required any untrue statement or any alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectus, preliminary prospectus (not prohibited by Section 3.3) or final prospectus contained therein or any form of prospectusamendments or supplements thereto, or arising solely out of or based solely upon any the omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case context in which made, not misleading; and Purchaser will reimburse each such Stockholder, such Stockholder's heirs, successors and assigns, underwriter (if selected by Purchaser or approved by Purchaser) or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnification and other rights provided for in this Section 5.3(a) shall not apply (i) to any such loss, claim, damage, liability, or action insofar as it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus or final prospectus or any Prospectus or form of prospectus amendment or supplement thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any Stockholder or (ii) if the light person asserting any such loss, claim, damage, liability or action who purchased the Registrable Shares which are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the circumstances under which they were made) not misleading, sale of such Registrable Shares to such person because of the extent, but only failure of such Stockholder or underwriter to so provide such amended preliminary or final prospectus and the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary prospectus or omitted from the final prospectus (or the final prospectus as amended and supplemented). Such indemnity shall remain in full force and effect regardless of any information so furnished in writing investigation made by or on behalf of such Stockholder, underwriter or controlling person and shall survive the transfer of the Registrable Shares by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementStockholder.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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 based solely upon 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, to the extent, but only to the extent, extent that such untrue statement or omission is contained in or omitted from any information so furnished by the Purchaser in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon regarding the Purchaser furnished to the Company by the Company Purchaser in writing expressly for use in the Registration StatementStatement or Prospectus, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder the Purchaser or such Holder's the Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by the Purchaser expressly for use in the Registration Statement (it being understood that the information provided by the Purchaser to the Company in any applicable questionnaires and the Plan of Distribution in substantially the form delivered by the Company to the Purchaser prior to the initial filing of the applicable Registration Statement, as the same may be modified by the Purchaser constitutes information reviewed and expressly approved by the Purchaser in writing by such Holder expressly for use in the Registration Statement), such Prospectus or such form of Prospectus Supplementor in any amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, liability of the Holder shall Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by the Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its officers, directors, officers partners, members, agents and employees and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), ) and the officers, directors, officers partners, members, agents and employees of each such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoingPerson, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form of Company prospectus or in any amendment or supplement thereto or in any Company preliminary prospectus, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that (A) such untrue statement statements, alleged untrue statements, omissions or omission is contained in or omitted from any alleged omissions are based solely upon information so regarding Purchaser furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser or its counsel expressly for use in the Registration Statement, or (B) with respect to any prospectus, if the untrue statement or omission of material fact contained in such Prospectus prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, if such form of Prospectus Supplementcorrected prospectus was timely made available by Purchaser to the Company, and the Company seeking indemnity hereunder was advised in writing not to use the incorrect prospectus prior to the use giving rise to Losses. Notwithstanding anything contained herein to the contrary contained hereincontrary, the Holder no Indemnifying Party (as hereinafter defined) shall be liable under this Section 5(bobligated to indemnify an Indemnified Party (as hereinafter defined) hereunder for only that amount as does not exceed portion of any Losses that have been the net proceeds to such Holder as a result of the sale gross negligence or willful misconduct of Registrable Securities pursuant to such Registration Statement.Indemnified Party or the breach of a Transaction Document by an Indemnified Party. 31 13.3

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent and only to the extent arising solely out of or based solely upon failure of to the Purchaser extent and only to deliver the prospectus when required extent relating to any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or to the extent and only to the extent arising solely out of or based solely upon to the extent and only to the extent 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, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the such Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the such Registration Statement, such Prospectus or such form of prospectus prospectus; provided, however, that the Holder shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Holder has delivered to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Company in writing by a correction sufficiently in advance of the occurrence of the transaction from which such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus SupplementLoss was incurred so that a correction could have been made. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. In connection with any Registration Statement in which the Purchaser and its permitted assignees shallas a holder of Registrable Securities is participating, the Purchaser shall severally and but not jointly, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its any underwriter participating in the distribution and their respective directors, officers officers, agents and employees and employees, each Person who controls the Company or any such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable lawperson, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or (i) any untrue or alleged untrue 13 14 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 in any Preliminary Prospectus, or arising solely out of or based solely upon upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (not misleading, and, in the case of any Prospectus the Prospectus, or form of prospectus prospectus, or supplement in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made) , not misleading, in either case, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained or alleged omission has been made therein in or omitted from any reliance upon and in conformity with information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in therein or (ii) the Registration Statement, such Prospectus failure of the Purchaser (if it is determined that it was the responsibility of the Purchaser) at or such form of Prospectus Supplement. Notwithstanding anything prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result written confirmation of the sale of the Registrable Securities pursuant to send or deliver a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) to the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and supplemented). In no event shall the liability of the Purchaser hereunder be, or be claimed by the Company to be, greater in amount than the dollar amount of the proceeds actually received by the Purchaser upon the sale of the Registrable Securities giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, will indemnify and hold harmless harmless, to the Companyfull extent permitted by law, each of Holder and its directors, officers and employees Agents and each Person who controls the Company such Holder or any of its Agents (within the meaning of Section 15 of the Securities Act) against all losses, claims, damages, liabilities and expenses to which any such Person may be subject, under the Securities Act and Section 20 of the Exchange Act)or otherwise, and the directorsreimburse all such Persons for any legal or other expenses incurred with investigating or defending against any such losses, officers and employees of claims, damages or liabilities, insofar as such controlling Personslosses, and the respective successorsclaims, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely damages or liabilities arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the a Registration Statement, Prospectus or preliminary prospectus or any Prospectusomission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any form violation or alleged violation by the Purchaser of prospectusthe Securities Act, the Securities Exchange Act of 1934, as amended, or arising solely applicable “blue sky” laws, except insofar as the same arise out of or are based solely upon any an untrue statement of a material fact or 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, to the extent, but only to the extent, that such untrue which statement or omission is contained made therein in or omitted from any reliance upon and in conformity with information so furnished in writing to the Purchaser by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration StatementHolder, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementtherein.

Indemnification by Purchaser. In connection with any Registration Statement in which the Purchaser and its permitted assignees shallas a holder of Registrable Securities is participating, the Purchaser shall severally and but not jointly, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its any underwriter participating in the distribution and their respective directors, officers officers, agents and employees and employees, each Person who controls the Company or any such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable lawperson, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required (i) any untrue or any 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 thereto or in any Preliminary Prospectus, or arising solely out of or based solely upon upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (not misleading, and, in the case of any Prospectus the Prospectus, or form of prospectus prospectus, or supplement in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made) , not misleading, in either case, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained or alleged omission has been made therein in or omitted from any reliance upon and in conformity with information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in therein or (ii) the Registration Statement, such Prospectus failure of the Purchaser (if it is determined that it was the responsibility of the Purchaser) at or such form of Prospectus Supplement. Notwithstanding anything prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result written confirmation of the sale of the Registrable Securities pursuant to send or deliver a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) to the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and supplemented). In no event shall the liability of the Purchaser hereunder be, or be claimed by the Company to be, greater in amount than the dollar amount of the proceeds actually received by the Purchaser upon the sale of the Registrable Securities giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Investor and each other holder of Registrable Securities, and each of its their respective officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person person, if any, who controls the Company an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement (or allegedly untrue statement) of a material fact contained in (or incorporated by reference in) any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectus contained in the Registration Statement, or free writing prospectus (as defined in Rule 405 under the Securities Act or any Prospectussuccessor rule thereto), or any form of prospectusamendment or supplement to such Registration Statement, or any filing under any state securities law required to be filed or furnished, or arising solely out of or based solely upon 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 or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration; and Purchaser shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission is contained or alleged omission made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, Prospectus, or free writing prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder expressly for use therein, and shall reimburse Purchaser, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Purchaser also shall indemnify any Underwriter of the Registration StatementRegistrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Prospectus Underwriter (within the meaning of the Securities Act or such form the Exchange Act, as applicable) on substantially the same basis as that of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under indemnification provided above in this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the CompanyDigital, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company Digital (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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 based solely upon 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, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company Digital specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon regarding the Purchaser furnished in writing to Digital by the Company Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder the Purchaser or such Holderthe Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder the Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 1.2(c)(v)-(vii), the use by the Purchaser of an outdated or defective Prospectus after Digital has notified the Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by the Holder Purchaser of the Advice contemplated in Section 1.5. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by the Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointlyjointly with any other Purchaser or selling stockholder named in the Registration Statement, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required upon: any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectusprospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon 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, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically expressly for inclusion in such Registration Statement or such prospectus or (ii) to the extent, but only to the extent, that such information relates to such Purchaser’s information provided to the Company for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved Exhibit A hereto for this purpose), such Prospectus prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such form of Prospectus Supplement. Notwithstanding anything Purchaser in connection with any claim relating to the contrary contained herein, the Holder shall be liable under this Section 5(b7(f) for only that and the amount as does not exceed the net proceeds of any damages such Purchaser has otherwise been required to pay by reason of such Holder as a result of untrue statement or omission) received by such Purchaser upon the sale of the Registrable Securities pursuant included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplementprospectus. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net gross proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees shallSubject to the provisions of this Section 4.1 below, severally and not jointly, Pxxxxxxxx agrees to indemnify and hold harmless the Companyeach Investor, and each of its Investor’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to 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 prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder or Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the CompanyMandalay, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company Mandalay (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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 based solely upon 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, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company Mandalay specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon regarding the Purchaser furnished in writing to Mandalay by the Company Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder the Purchaser or such Holder's the Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder the Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 1.2(c)(v)-(vii), Exhibit E the use by the Purchaser of an outdated or defective Prospectus after Mandalay has notified the Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by the Holder Purchaser of the Advice contemplated in Section 1.5. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by the Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required upon: any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectusprospectus, or in any form of amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon 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, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically expressly for inclusion in such Registration Statement or such prospectus or (ii) to the extent, but only to the extent, that such information relates to the Purchaser’s information provided to the Company for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder the Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved Exhibit A hereto for this purpose), such Prospectus prospectus or such form in any amendment or supplement thereto. In no event shall the liability of Prospectus Supplement. Notwithstanding anything Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Purchaser in connection with any claim relating to the contrary contained herein, the Holder shall be liable under this Section 5(b7(f) for only that and the amount as does not exceed of any damages the net proceeds Purchaser has otherwise been required to pay by reason of such Holder as a result of untrue statement or omission) received by the Purchaser upon the sale of the Registrable Securities pursuant included in the Registration Statement giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, officers officers, employees and employees agents, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act Act) (collectively, the "Company Indemnified Parties") against all losses, claims, damages, liabilities and Section 20 of expenses to which the Company Indemnified Party may become subject under the Securities Act, the Exchange Act), and the directorsat common law or otherwise, officers and employees of insofar as such controlling Personslosses, and the respective successorsclaims, assignsdamages, estate and personal representatives of each of the foregoingliabilities or expenses (or actions or proceedings, to the fullest extent permitted by applicable lawwhether commenced or threatened, from and against all Losses, as incurred, arising solely in respect thereof) arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required (i) any untrue statement or any alleged untrue statement of a material fact contained in any registration statement in which the Registration Statement, any Prospectus, Purchaser's Registrable Securities were included or any form of prospectus, the omission or arising solely out of or based solely upon any alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the case of documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any Prospectus or form of prospectus amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading, misleading to the extent, but only to extent in the extentcases described in CLAUSES (I) and (II), that such untrue statement or omission is contained in or omitted from any information so was furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementpreparation thereof, or (iii) any violation by the Purchaser of any federal, state or common law rule or regulation applicable to the Purchaser and relating to action of or inaction by such Prospectus or holder in connection with any such form of prospectus or registration, except to the extent that such information relates to such Holder loss, claim, damage, liability or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed expense exceeds the net proceeds paid or payable to the Purchaser in connection with such Holder as a result transfer of securities. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the sale Company Indemnified Parties (except as provided above) and shall survive the transfer of Registrable Securities pursuant to such Registration Statementsecurities by the Purchaser.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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 based solely upon 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, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon by regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such HolderPurchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in SECTION 6.2.3(v)-(vii), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by such Purchaser of the Holder Advice contemplated in SECTION 6.5. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to proceeds, in excess of the amount paid for such Holder as a result of Registrable Securities, received by such Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the CompanyIssuer and its officers, each of its directors, officers members and employees their respective successors and each Person who controls assigns (collectively, the Company “Issuer Indemnified Parties”) from and against any third party losses, claims, damages or liabilities to which such Issuer Indemnified Parties may become subject (within the meaning of Section 15 of under the Securities Act and Section 20 or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any breach of the Exchange Act)representations or warranties of such Purchaser contained herein, or failure to comply with the covenants and agreements of such Purchaser contained herein, and the directorssuch Purchaser will reimburse such Issuer Indemnified Parties for any reasonable legal or other expenses reasonably incurred in investigating, officers and employees of defending or preparing to defend any such controlling Personsaction, and the respective successorsproceeding or claim, assignsprovided, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon 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, to the extent, but only to the extenthowever, that such untrue statement or omission is contained Purchaser shall not be liable in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or case to the extent that such information relates loss, claim, damage or liability arises out of, or is based upon, a breach of any representations or warranties made by the Issuer herein, or the failure of the Issuer to comply with its covenants and agreements contained in this Agreement hereof . Such Purchaser shall reimburse each Issuer Indemnified Party for the amounts provided for herein on demand as such Holder or expenses are incurred; provided, however, that such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser’s obligation to indemnify the Issuer Indemnified Parties shall in writing no event exceed the aggregate amount received by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of Purchaser from the sale of Registrable Securities pursuant to such Registration Statementthe Purchased Securities.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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 based solely upon 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, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon by regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such HolderPurchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto or (ii) the use by such Purchaser of an outdated or defective Prospectus (or any Prospectus after such Purchaser receives notice of an event contemplated by Section 6.1(e)) after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective or of an event contemplated by Section 6.1(e) and prior to the contrary contained herein, receipt by such Purchaser of the Holder Advice contemplated in Section 6.5. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that such untrue statement or omission or alleged untrue statement or omission is contained in or omitted from any written information so regarding the Purchaser furnished in writing by such Holder or the Special Counsel to the Company specifically by the Purchaser expressly for inclusion use in the Registration Statement or such Prospectus Statement, and that such information was reasonably relied upon by the Company for use therein. In no event shall the liability of the Purchaser be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Purchaser in connection with any claim relating to this Section 5.2 and the amount of any damages the Purchaser has otherwise been required to pay by reason of such untrue statement or omission) received by the Purchaser upon the sale of the Registrable Securities included in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates Statement giving rise to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Investor, and each of its Investor’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to 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 prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder expressly for use therein. Purchaser also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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 based solely upon 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, to the extent, but only to the extent, extent that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel in writing to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that such untrue statements or omissions are based solely upon information was reasonably relied upon by regarding such Holder furnished to the Company by such Purchaser in writing expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such Holder's Purchaser ‘s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Purchaser expressly for use in the Registration Statement (it being understood that the information provided by the Purchaser to the Company in response to Exhibit H-1 and the Plan of Distribution set forth on Exhibit H, as the same may be modified by such Purchaser and other information provided by the Purchaser to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Purchaser in writing by such Holder expressly for use in the Registration Statement), such Prospectus or such form of Prospectus Supplementprospectus or in any amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, liability of any selling Holder hereunder be greater in amount than the Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to received by such Holder as a result of upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Each Purchaser and his, her, or its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents, and employees 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 and officers, agents, or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon relating to: (i) the failure of the Purchaser Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in connection with a purchase or sale; (ii) the Holder’s use of a representation or prospectus when required other than the Prospectus, as amended or supplemented, in connection with a purchase or sale; or (iii) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that that: (A) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus; and that (B) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or or, to the extent that such information relates to such the Holder or such the Holder's ’s proposed method of distribution of Registrable Securities and Securities, was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the CompanyMandalay, each of its directors, officers officers, agents and employees and employees, each Person who controls the Company Mandalay (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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 based solely upon 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, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company Mandalay specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon regarding the Purchaser furnished in writing to Mandalay by the Company Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder the Purchaser or such Holder's the Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder the Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 1.2(c)(v)-(vii), the use by the Purchaser of an outdated or defective Prospectus after Mandalay has notified the Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by the Holder Purchaser of the Advice contemplated in Section 1.5. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by the Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, extent that (i) such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus Prospectus, and that (ii) such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplementprospectus. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net gross proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Purchaser and its permitted assignees shallIssuer may require, severally and not jointlyas a condition to including any Registrable Securities in any registration statement filed pursuant to this Agreement, that Issuer shall have received an undertaking satisfactory to it from Purchaser, to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in subdivision (a) of this Section 2.6) Issuer, each director of its directorsIssuer, officers and employees each officer of Issuer and each Person other Person, if any, who controls the Company (Issuer within the meaning of Section 15 of the Securities Act Act, with respect to (i) any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and Section 20 of in conformity with written information furnished to Issuer through an instrument duly executed by Purchaser specifically stating that it is for use in the Exchange Act), and the directors, officers and employees preparation of such controlling Personsregistration statement, and preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, (ii) the respective successors, assigns, estate and personal representatives use of each any prospectus by or on behalf of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the after Issuer has notified Purchaser that such prospectus when required or any contains an untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of omits to 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 prospectus or supplement theretotherein, in the light of the circumstances under which they were made) , not misleading, (iii) the failure to send or deliver to a Person to whom Purchaser sells Registrable Securities at or prior to the extentwritten confirmation of sale, but only a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Issuer has previously furnished copies thereof to Purchaser or its representatives, or (iv) any violation by Purchaser of any federal or state securities law or rule or regulation thereunder (other than any violation that arises out of or is based upon circumstances described in clause (x) or (y) of Section 2.6(a) above and as to which Purchaser is entitled to indemnification thereunder). Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of Issuer or any such director, officer or controlling person and shall survive the transfer of such securities by Purchaser. Notwithstanding the foregoing, the indemnity obligation of Purchaser pursuant to this Section 2.6(b) shall be limited to an amount equal to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing total proceeds (before deducting underwriting discounts and commissions and expenses) received by such Holder or the Special Counsel to the Company specifically Purchaser for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementshares by Purchaser in a registration hereunder.

Indemnification by Purchaser. (a) Subject to the provisions of this Article X and except with respect to Taxes, effective at and after the Closing Date, Purchaser and its permitted assignees shallthe Save-A-Lot Entities shall indemnify, severally and not jointly, indemnify defend and hold harmless the CompanySupervalu and its Affiliates and their respective managers, each of its officers, directors, officers employees, successors and employees and each Person who controls assigns (collectively, the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act“Seller Indemnified Parties”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, Losses actually incurred or suffered by any of the Seller Indemnified Parties to the extent arising solely out of or based solely upon failure relating to (i) any inaccuracy in or breach of any representation or warranty of Purchaser or Merger Sub, either on the date hereof or at and as of the Purchaser to deliver the prospectus when required or any untrue statement Closing as though made at and as of such time (or, if made as of a material fact specific date, at and as of such date), in each case contained (A) in this Agreement without giving effect to, for the Registration Statementpurpose of determining the existence of any inaccuracy or breach of such representation or warranty (except for those representations and warranties to the effect that specified items have been made available) and for the purpose of determining the amount of any Losses actually incurred or suffered by any of the Seller Indemnified Parties, any Prospectusmateriality, Purchaser Material Adverse Effect or any form of prospectus, other similar qualification as to materiality (but not Knowledge qualifications or arising solely out of or based solely upon 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 madedollar thresholds) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by otherwise applicable to such Holder representation or the Special Counsel to the Company specifically for inclusion warranty, or (B) in the Registration Statement or certificate delivered under Section 8.3(c) without giving effect to, for the purpose of determining any breach of such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or certificate (except to the extent that such information breach relates to such Holder or such Holder's proposed method of distribution of Registrable Securities the representations and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything warranties to the contrary contained hereineffect that specified items have been made available) and for the purpose of determining the amount of any Losses actually incurred or suffered by any of the Seller Indemnified Parties, the Holder shall be liable under Purchaser Material Adverse Effect qualifications set forth in Section 8.3(a); (ii) any breach of any covenant or agreement of Purchaser or Merger Sub contained in this Section 5(bAgreement; or (iii) any Losses to the extent such Losses were included as “Current Liabilities” in Working Capital or included in Indebtedness and, in each case, are established by the applicable Indemnifying Party to have been reflected or reserved for only that amount as does not exceed on the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Final Post-Closing Statement.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of (i) any material misrepresentation or based solely upon failure material breach of any representation or warranty made by such Purchaser in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; (ii) breach by Purchaser to deliver the prospectus when required of any covenant, agreement or obligation set forth in Section 9.5; 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 solely out of or based solely upon 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, to the extent, but only to the extent, extent that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel in writing to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that such untrue statements or omissions are based solely upon information was reasonably relied upon by regarding such Holder furnished to the Company by such Purchaser in writing expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such Holder's Purchaser ’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by such Purchaser expressly for use in the Registration Statement (it being understood that the information provided by the Purchaser to the Company in response to Exhibit C-1 and the Plan of Distribution set forth on Exhibit C, as the same may be modified by such Purchaser and other information provided by the Purchaser to the Company in or pursuant to the Transaction Documents constitutes information reviewed and expressly approved by such Purchaser in writing by such Holder expressly for use in the Registration Statement), such Prospectus or such form of Prospectus Supplementprospectus or in any amendment or supplement thereto. Notwithstanding anything In no event shall the liability of any selling Holder hereunder be greater in amount than the amount of the Purchase Price paid by such Purchaser hereunder, or with respect to the contrary contained herein, the Holder shall be liable a Loss arising under clause (iii) of this Section 5(b10.1(b) for only that amount as does not exceed or Section 9.5, if greater, the net proceeds from any sale of such Purchaser’s Registrable Securities giving rise to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the CompanyCompany (and its officers, each of its directors, officers employees, affiliates and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Actagents), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) to which any of them may become subject (under the Securities Act or otherwise) with respect to any registration, qualification or compliance under this Section 6.1 insofar as incurredsuch losses, arising solely claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of of, or are based solely upon failure of the Purchaser to deliver the prospectus when required or (A) any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon 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 theretotherein, in the light of the circumstances under in which they were made) , not misleading, in any registration statement (on the effective date thereof), prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, made in reliance upon and in conformity with written information furnished to the extentCompany by or on behalf of Purchaser specifically for use in preparation of such document; provided, but only -------- however, that Purchaser shall not be liable in any such case for any (i) untrue ------- statement or omission in any registration statement, prospectus or other such document which statement has been corrected, in writing, by Purchaser and delivered to the extentCompany ten (10) days before the sale from which such loss occurred, that such (B) an untrue statement or omission in any prospectus delivered by Purchaser that is contained corrected in any subsequent prospectus, or omitted from any information so furnished in writing by such Holder supplement or the Special Counsel amendment thereto, and delivered to Purchaser prior to the Company specifically sale or sales from which a loss or liability arose, or (C) any failure by Purchaser to fulfill any of its obligations under Section 6.1 hereof. Purchaser will, as incurred, reimburse the indemnified parties herein for inclusion any legal or other expenses reasonably incurred in the Registration Statement investigating, defending or preparing to defend any such Prospectus and that such information was reasonably relied upon by the Company for use claims, actions or proceedings in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statementrespect thereof.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to such the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Purchaser. Subject to the provisions of this Section 4.1 below, Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Holder, and each of its Holder’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company a Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to 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 prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such selling holder or Holder Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. (a) From and after the Closing, subject to the provisions of this Article IX and except as set forth in Article VI which shall govern with respect to the matters expressly set forth therein, Purchaser and its permitted assignees shall, severally and not jointlyshall defend, indemnify and hold harmless the Company, each of its directors, officers Sellers and employees and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, their Affiliates from and against any and all LossesLosses to the extent arising or resulting from (i) any Assumed Liability or any Liability of a Conveyed Company, as incurred(ii) any breach by Purchaser of any of its covenants or agreements contained in this Agreement, arising solely out of or based solely upon (iii) the failure of the any representation or warranty made by Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required this Agreement to be stated therein or necessary true and correct on the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to make the statements therein extent such representations and warranties expressly relate to a date prior to the Closing Date (in which case such representations and warranties shall be true and correct on and as of such earlier date), in each such case disregarding all qualifications and exceptions contained therein relating to materiality, Material Adverse Effect or words of similar import, (iv) the case assignment and transfer to Purchaser of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or material Non-Assignable Contract to the extent that such information relates to such Holder any requisite consent or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything approval with respect thereto shall not have been given prior to the contrary contained hereinClosing, (v) events occurring on or after the Closing Date in connection with the Business, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed Purchased Assets or the net proceeds to such Holder as a result Equity Interests including the use, ownership, possession, operation or occupancy of any Leased Real Property or Real Property, the Intellectual Property of the sale of Registrable Securities pursuant to such Registration StatementBusiness, the Purchased Assets or the Equity Interests from and after the Closing Date, or (vi) any Parent Guarantee or LOC that remains outstanding after the Closing.

Indemnification by Purchaser. In connection with any Registration Statement in which the Purchaser and its permitted assignees shallas a holder of Registrable Securities is participating, the Purchaser shall severally and but not jointly, without limitation as to time, indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its any underwriter participating in the distribution and their respective directors, officers officers, agents and employees and employees, each Person who controls the Company or any such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Personsperson (individually, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable lawa "Company Indemnified Person"), from and against any and all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required (i) any untrue or any 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 thereto or in any Preliminary Prospectus, or arising solely out of or based solely upon upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (not misleading, and, in the case of any Prospectus the Prospectus, or form of prospectus prospectus, or supplement in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made) , not misleading, in either case, to the extent, but only to the extent, that such untrue or alleged untrue statement or omission is contained or alleged omission has been made therein in or omitted from any reliance upon and in conformity with information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in therein or (ii) the Registration Statement, such Prospectus failure of the Purchaser (if it is determined that it was the responsibility of the Purchaser) at or such form of Prospectus Supplement. Notwithstanding anything prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result written confirmation of the sale of the Registrable Securities pursuant to send or deliver a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) to the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and supplemented). In no event shall the liability of the Purchaser hereunder be, or be claimed by the Company to be, greater in amount than the dollar amount of the proceeds actually received by the Purchaser upon the sale of the Registrable Securities giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of each such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoingPerson, to the fullest extent permitted by applicable law, from and against any and all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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 based solely upon 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, to the extent, but only to the extent, extent that (i) such untrue statement or omission is contained in or omitted from any information so furnished by Purchaser (or its counsel) in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the such Registration Statement or such Prospectus and that Prospectus, (ii) such untrue statement or omission is based solely upon information was reasonably relied upon by regarding Purchaser furnished to the Company by Purchaser (or its counsel) in writing expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that (iii) such information relates to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by Purchaser (or its counsel) expressly for use in the Registration Statement (it being understood that the information provided by Purchaser to the Company in Exhibit B and the Plan of Distribution set forth on Exhibit A, as the same may be modified by Purchaser, and other information provided by Purchaser to the Company in or pursuant to this Agreement or the Purchase Agreement constitutes information reviewed and expressly approved by Purchaser in writing by such Holder expressly for use in the Registration Statement), such Prospectus or such form of Prospectus Supplementor in any amendment or supplement thereto. Notwithstanding anything to In no event shall the contrary contained herein, liability of Purchaser hereunder be greater in amount than the Holder shall be liable under this Section 5(b) for only that dollar amount as does not exceed of the net proceeds to such Holder as a result of received by Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, agrees to indemnify and hold harmless the Companyeach Investor, and each of its Investor’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all any expenses, losses, judgments, claims, damages or liabilities (collectively, “Losses”), as incurredwhether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to 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 prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such Loss; provided, however, that Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extent, that such Loss arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder expressly for use therein. Purchaser also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4.1.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon failure of the Purchaser relating to deliver the prospectus when required any untrue or any alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, as supplemented or any form of prospectusamended, if applicable, or arising solely out of or based solely upon 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, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such the Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such the Holder or such the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved furnished in writing by such the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to In no event shall the contrary contained herein, the Holder shall be liable Purchaser's liability for indemnification under this Section 5(b6(b) for only that amount as does not exceed the net proceeds to aggregate amount invested by such Holder as a result of Purchaser under the sale of Registrable Securities pursuant to such Registration StatementPurchase Agreement.

Indemnification by Purchaser. Purchaser and its permitted assignees shallSubject to the provisions of this Section 4(a) below, severally and not jointly, Pxxxxxxxx agrees to indemnify and hold harmless the Companyeach Investor, and each of its Investor’s officers, employees, affiliates, directors, officers partners, members, attorneys and employees agents, and each Person Person, if any, who controls the Company an Investor (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Lossesany expenses, as incurredlosses, judgments, claims, damages or liabilities, whether joint or several, arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Prospectus, or any form of prospectusamendment or supplement to such Registration Statement, or arising solely out of or based solely upon any omission of to 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 prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, or any violation by Purchaser of the Securities Act or any rule or regulation promulgated thereunder applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration (provided, however, that the indemnity agreement contained in this Section 4(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of Purchaser, such consent not to be unreasonably withheld, delayed or conditioned); and Purchaser shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Purchaser will not be liable in any such case to the extentextent that any such expense, but only to the extentloss, that such claim, damage or liability arises out of or is based upon any untrue statement or omission is contained made in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such Prospectus amendment or such form of prospectus or supplement, in reliance upon and in conformity with information furnished to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved Purchaser, in writing writing, by such Holder selling holder or Investor Indemnified Party expressly for use therein. Purchaser also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement4(a).

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees employees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required any untrue statement or any alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of prospectusprospectus or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or Prospectus or to the extent that (i) such Prospectus and that untrue statements or omissions are based upon information regarding such information was reasonably relied upon by Purchaser furnished in writing to the Company by such Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates related to such Holder Purchaser or such Holder's Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything or in any amendment or supplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached hereto), or (ii) in the case of an occurrence of an event of the type specified in Paragraph (3)(b) above, the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the contrary contained herein, receipt by such Purchaser of the Holder Advice contemplated in Paragraph (6) below. In no event shall the liability of any selling Purchaser hereunder be liable under this Section 5(b) for only that greater in amount as does not exceed than the dollar amount of the net proceeds to received by such Holder as a result of Purchaser upon the sale of the Registrable Securities pursuant giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising solely out of or based solely upon upon: (x) Purchaser’s failure to comply with any applicable prospectus delivery requirements of the Purchaser to deliver Securities Act through no fault of the prospectus when required Company or (y) any untrue or alleged untrue statement of a material fact contained in the any Registration Statement, any Prospectus, or any form of preliminary prospectus, free writing prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon 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, misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically expressly for inclusion in the such Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or (ii) to the extent extent, but only to the extent, that such information relates to such Holder or such Holder's Purchaser’s proposed method of distribution of Registrable Securities the Purchased Shares and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in a Registration Statement (it being understood that the Registration StatementPurchaser has approved the contents of the Selling Stockholder Questionnaire for this purpose), such Prospectus prospectus, preliminary prospectus, free writing prospectus, or such form of Prospectus Supplement. Notwithstanding anything in any amendment or supplement thereto or (iii) to the contrary contained hereinextent, but only to the Holder extent, related to the use by Purchaser of an outdated, defective or otherwise unavailable prospectus after the Company has notified Purchaser in writing that the prospectus is outdated, defective or otherwise unavailable for use by Purchaser. In no event shall be liable the liability of Purchaser under this Section 5(b4.5(b) for only that be greater in amount as does not exceed than the dollar amount of the net proceeds to such Holder as a result of received by Purchaser upon the sale of Registrable Securities pursuant the Purchased Shares giving rise to such Registration Statementindemnification obligation.

Indemnification by Purchaser. Purchaser and its permitted assignees shall, severally and not jointlyit hereby agrees to, indemnify and hold harmless the CompanySellers, each of its directorsperson, officers and employees and each Person if any, who controls the Company (any of such parties within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct and each of their respective directors, officers, employees, trustees and agents (collectively, the "Sellers Indemnified Parties"), and the directorsagainst any losses, officers and employees of such controlling Personsclaims, and the respective successorsdamages or liabilities, assigns, estate and personal representatives of each of the foregoingjoint or several, to which the fullest extent permitted by applicable lawSellers Indemnified Parties may become subject, from and against all Lossesunder the Securities Act or otherwise, insofar as incurredsuch losses, arising solely claims, damages or liabilities (or actions in respect thereof) arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required an untrue statement or any alleged untrue statement of a material fact contained in the Registration Statement, or any Prospectuspreliminary, final or summary Prospectus contained therein or furnished by Purchaser to the Sellers, or any form of prospectusamendment or supplement thereto, or arising solely arise out of or are based solely upon any the 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 Purchaser shall, and it hereby agrees to, reimburse the Sellers Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such losses, claims, damages or liabilities if such settlement is effected without the consent of Purchaser (which consent shall not be unreasonably withheld); provided, further, that, in the case of the Sellers, Purchaser shall not be liable to any Prospectus or form of prospectus or supplement thereto, such person in the light of the circumstances under which they were made) not misleading, any such case to the extentextent that any such loss, but only to the extentclaim, that such damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company for use alleged omission made in the Registration Statement, or preliminary, final or summary prospectus, or amendment or supplement in reliance upon and in strict conformity with written information furnished to Purchaser by such Prospectus or person expressly for use therein; provided, further, that, Purchaser shall not be liable in any such form of prospectus or case to the extent that any such information relates loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) the Sellers failed to such Holder send or such Holder's proposed method deliver a copy of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus with or such form of Prospectus Supplement. Notwithstanding anything prior to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result delivery of written confirmation of the sale of Registrable Securities pursuant and (ii) the Prospectus corrected such untrue statement or omission; and provided, further, Purchaser shall not be liable to the extent that any such Registration Statementloss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission, or alleged omission is corrected in an amendment or supplement to the Prospectus and if having previously been furnished by or on behalf of the Sellers with copies of the Prospectus as so amended or supplemented, the Sellers thereafter fail to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Securities which is the subject thereof from the Sellers.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, officers officers, employees, and employees agents, and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act) (collectively, "Company Indemnified Parties") against all Losses to which any Company Indemnified Party may become subject under the Securities Act, the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable any other federal law, from and against all Lossesany state or common law, any rule or regulation promulgated thereunder, or otherwise, insofar as incurredsuch Losses (or actions or proceedings, arising solely out of whether commenced or based solely upon failure of the Purchaser to deliver the prospectus when required threatened, in respect thereof) are caused by (a) any untrue statement or any alleged untrue statement of a material fact contained in any Registration Statement in which such Registrable Securities were included as contemplated hereby or the Registration Statement, any Prospectus, omission or any form of prospectus, or arising solely out of or based solely upon any alleged omission of to state therein a material fact required to be stated therein or necessary in order 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 misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, together with the documents expressly incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in the cases described in clauses (a) and (b) of this Section 3.2, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by or on behalf of such Holder or the Special Counsel Purchaser relating to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementpreparation of the documents described in clauses (a) and (b), (c) any violation by such Purchaser of the Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to such Purchaser and relating to action of or inaction by such Purchaser in connection with any such registration, and (d) with respect to any Prospectus, the fact that such Purchaser sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of any subsequent Prospectus (excluding the documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Purchaser in compliance with this Agreement and the Loss of such Company Indemnified Party results from an untrue statement or omission of a material fact relating to information provided by such Purchaser contained in such Prospectus which was corrected in the Prospectus (or such form the Prospectus as amended or supplemented). Such indemnity and reimbursement of prospectus expenses and obligations shall remain in full force and effect regardless of any investigation made by or to on behalf of the extent that such information relates to such Holder or such Holder's proposed method Company Indemnified Parties and shall survive the transfer of distribution of Registrable Securities and was reviewed and expressly approved in writing securities by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementPurchaser Indemnified Parties.

Indemnification by Purchaser. The Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, officers officers, employees and employees agents, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act Act) (collectively, the "Company Indemnified Parties") against all losses, claims, damages, liabilities and Section 20 of expenses to which the Company Indemnified Parties may become subject under the Securities Act, the Exchange Act), and the directorsat common law or otherwise, officers and employees of insofar as such controlling Personslosses, and the respective successorsclaims, assignsdamages, estate and personal representatives of each of the foregoingliabilities or expenses (or actions or proceedings, to the fullest extent permitted by applicable lawwhether commenced or threatened, from and against all Losses, as incurred, arising solely in respect thereof) arise out of or are based solely upon failure of the Purchaser to deliver the prospectus when required (i) any untrue statement or any alleged untrue statement of a material fact contained in any registration statement in which the Registration Statement, any Prospectus, Purchaser's Registrable Securities were included or any form of prospectus, the omission or arising solely out of or based solely upon any alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the case of documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any Prospectus or form of prospectus amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading, misleading to the extent, but only to extent in the extentcases described in clauses (i) and (ii), that such untrue statement or omission is contained in or omitted from any information so was furnished in writing by such Holder or the Special Counsel to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementpreparation thereof, such Prospectus or such form (iii) any violation by the Purchaser of prospectus any federal, state or common law rule or regulation applicable to the extent that such information relates Purchaser and relating to such Holder action of or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing inaction by such Holder expressly for use holder in the Registration Statement, connection with any such Prospectus registration. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result on behalf of the sale Company Indemnified Parties (except as provided above) and shall survive the transfer of Registrable Securities pursuant to such Registration Statementsecurities by the Purchaser.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each of its directors, officers officers, employees, and employees agents, and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of Act) (collectively, “Company Indemnified Parties”) against all Losses to which any Company Indemnified Party may become subject under the Securities Act, the Exchange Act), and the directors, officers and employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable any other federal law, from and against all Lossesany state or common law, any rule or regulation promulgated thereunder, or otherwise, insofar as incurredsuch Losses (or actions or proceedings, arising solely out of whether commenced or based solely upon failure of the Purchaser to deliver the prospectus when required threatened, in respect thereof) are caused by (a) any untrue statement or any alleged untrue statement of a material fact contained in any Registration Statement in which such Registrable Securities were included as contemplated hereby or the Registration Statement, any Prospectus, omission or any form of prospectus, or arising solely out of or based solely upon any alleged omission of to state therein a material fact required to be stated therein or necessary in order 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 misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, together with the documents expressly incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in the cases described in clauses (a) and (b) of this Section 3.2, to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by or on behalf of such Holder or the Special Counsel Purchaser relating to the Company specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by the Company Purchaser for use in the Registration Statementpreparation of the documents described in clauses (a) and (b), (c) any violation by such Purchaser of the Securities Act, the Exchange Act, any other federal law, any state or common law, or any rule or regulation promulgated thereunder applicable to such Purchaser and relating to action of or inaction by such Purchaser in connection with any such registration, and (d) with respect to any Prospectus, the fact that such Purchaser sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of any subsequent Prospectus (excluding the documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Purchaser in compliance with this Agreement and the Loss of such Company Indemnified Party results from an untrue statement or omission of a material fact relating to information provided by such Purchaser contained in such Prospectus which was corrected in the Prospectus (or such form the Prospectus as amended or supplemented). Such indemnity and reimbursement of prospectus expenses and obligations shall remain in full force and effect regardless of any investigation made by or to on behalf of the extent that such information relates to such Holder or such Holder's proposed method Company Indemnified Parties and shall survive the transfer of distribution of Registrable Securities and was reviewed and expressly approved in writing securities by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration StatementPurchaser Indemnified Parties.

Indemnification by Purchaser. Each Purchaser and its permitted assignees shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, officers officers, agents and employees 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 and officers, agents or employees of such controlling Persons, and the respective successors, assigns, estate and personal representatives of each of the foregoing, to the fullest extent permitted by applicable law, from and against all Losses, Losses (as incurred, determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of or based solely upon failure of the Purchaser to deliver the prospectus when required or 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 based solely upon 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, misleading to the extent, but only to the extent, that such untrue statement or omission is contained in or omitted from any information so furnished in writing by such Holder or the Special Counsel Purchaser to the Company specifically for inclusion in the such Registration Statement or such Prospectus and or to the extent that (i) such untrue statements or omissions are based solely upon information was reasonably relied upon by regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use in the Registration Statementtherein, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder Purchaser or such HolderPurchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this Section 5(b) for only that amount as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.or in any amendment or supplement