Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. To the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary prospectus, Issuer Free Writing Prospectus or Holder Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingcase of any Prospectus, preliminary prospectus, Issuer Free Writing Prospectus or Holder Free Writing prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent (except with respect to a Holder Free Writing Prospectus), that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b9(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale offering to which such Registration Statement, Prospectus, preliminary prospectus or Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement, Prospectus, preliminary prospectus or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To the fullest extent permitted by lawEach Electing Holder agrees, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, to: (i) indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as Company (for purposes of the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelySection 6, the “Company Indemnified PartiesPerson”), against all Claims and expenses arising any Losses to which the Company may become subject, under the Securities Act or otherwise, insofar as such Losses arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (statement, or any preliminary, final or free writing prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that (A) such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in full conformity with written information furnished to the Company by or on behalf of such Electing Holder and stated to be specifically expressly for use thereintherein and (B) such Electing Holder had a reasonable opportunity to review the relevant registration statement or preliminary, final or free writing prospectus contained therein or amendment or supplement thereto prior to its filing and failed to correct such statement or omission; and provided (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence dollar amount of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds actually received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by lawapplicable Law, each Holder willfrom and against any and all losses, if Registrable Securities held by such Holder are included in the registration statement claims, damages or Prospectus, indemnify and hold harmless the Company, all other Holders liabilities to which they or any prospective underwriterof them may become subject insofar as such losses, as the case may beclaims, and any of their respective Affiliates, directors, officers and Controlling Persons damages or liabilities (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising 1) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with arises from any written information relating to such Holder furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(binclusion therein or (2) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud are caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus (in each case including any amendments or supplements to thereto) if such documents are required to be delivered under applicable Law; provided, however, that the liability of each selling total amount to be indemnified by such Holder of Registrable Securities hereunder pursuant to this Section 5(h)(ii) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement or Disclosure Package, or any amendment thereof or supplement thereto, such Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To Each Holder agrees, as a consequence of the fullest extent permitted by law, each Holder will, if inclusion of any of its Registrable Securities held by such Holder are included in the registration statement or Prospectusa Registration Statement, severally and not jointly, to (i) indemnify and hold harmless the Company, all other Holders its directors (including any person who, with his or any prospective underwriterher consent, is named in the Registration Statement as a director nominee of the case may beCompany), and any of their respective Affiliates, directors, its officers and Controlling Persons each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Holder Indemnified PartiesPerson”), against all Claims and expenses arising any losses, claims, damages or liabilities to which the Holder Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a registration statement (such Registration Statement or any amendment Prospectus or supplement thereto), including all documents incorporated therein by reference, arise out of or any are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, (in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in a Prospectus (or any amendment or supplement theretothe Prospectus), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in by such registration statement, Prospectus, or Issuer Free Writing Prospectus Holder in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically holder expressly for use therein; and provided provided, however, that the indemnity agreement contained in no Holder shall be liable under this Section 2.8(b6(b) shall not apply for any amount in excess of the gross proceeds paid to amounts paid such Holder in settlement respect of shares sold by it, and (ii) reimburse the Holder Indemnified Person for any legal or other expenses incurred in connection with investigating or defending any such Claim if action or claim as such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementexpenses are incurred.

Indemnification by the Holders. To Each Holder agrees, as a consequence of the fullest extent permitted by law, each Holder will, if inclusion of any of its Registrable Securities held by such Holder are included in the registration statement or Prospectusa Registration Statement, severally and not jointly, to (i) indemnify and hold harmless the Company, all other Holders its directors (including any person who, with his or any prospective underwriterher consent, is named in the Registration Statement as a director nominee of the case may beCompany), and any of their respective Affiliates, directors, its officers and Controlling Persons each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company "Holder Indemnified Parties”Person"), against all Claims and expenses arising any losses, claims, damages or liabilities to which the Holder Indemnified Person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a registration statement (such Registration Statement or any amendment Prospectus or supplement thereto), including all documents incorporated therein by reference, arise out of or any are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, (in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in a Prospectus (or any amendment or supplement theretothe Prospectus), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in by such registration statement, Prospectus, or Issuer Free Writing Prospectus Holder in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically holder expressly for use therein; and provided provided, however, that the indemnity agreement contained in no Holder shall be liable under this Section 2.8(b6(b) shall not apply for any amount in excess of the gross proceeds paid to amounts paid such Holder in settlement respect of shares sold by it, and (ii) reimburse the Holder Indemnified Person for any legal or other expenses incurred in connection with investigating or defending any such Claim if action or claim as such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementexpenses are incurred.

Indemnification by the Holders. To the fullest extent permitted by lawIn connection with any Shelf ------------------------------ Registration Statement in which a Holder is participating, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectusagrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all other Holders or any prospective underwriter, Damages to the same extent as the case may beforegoing indemnity from the Company to such Holder, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, but only to the “Company Indemnified Parties”), against all Claims and expenses arising extent such Damages arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement any Shelf Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement thereto), including all documents incorporated therein ) or are caused by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, (ii) any not misleading, which untrue statement or alleged untrue statement of a material fact contained omission is based upon information relating to such Holder furnished in a writing to the Company by such Holder expressly for use in any such Shelf Registration Statement (or any amendment thereto) or any such Prospectus (or any amendment or supplement thereto); provided, including all documents incorporated therein by referencehowever, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order that such Holder shall not be obligated to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each provide such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only -------- ------- indemnity to the extent that such untrue statement (Damages result from the failure of the Company to promptly amend or alleged untrue statement) take action to correct or omission (supplement any such Shelf Registration Statement or alleged omission) is made in such registration statement, Prospectus, Prospectus on the basis of corrected or Issuer Free Writing Prospectus in reliance upon and in conformity with written supplemental information furnished in writing to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) such purpose. In no event shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling any Holder of Registrable Securities hereunder shall be limited to greater in amount than the dollar amount of the net proceeds received by such selling Holder from upon the sale of the Registrable Securities covered by giving rise to such registration statementindemnification obligation.

Indemnification by the Holders. To Each selling Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the fullest full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, its directors, officers and Controlling Persons partners, and each Person who controls the Company (collectively, within the “Company Indemnified Parties”meaning of the Securities Act and the Exchange Act), and each other selling Holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Person, from and against all Claims and expenses arising out of or based on: any Losses resulting from (i) any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, and (ii) any misstatement in or omission from any representation or warranty, or any breach of covenant or agreement, in each case made or deemed made by such Holder in any underwriting or similar agreement entered by into by such Holder in connection with the particular registration. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company. The liability of any Holder for indemnification under this Section 2.7 in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement held by such Investor, and (ii) the amount equal to the net proceeds to such Holder of the securities sold in any such registration; provided that no selling holder shall be required to indemnify any Person against any Losses arising from any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by referencein, or any omission or alleged omission therefrom of a material factfact from, in each case, a preliminary Prospectus (or necessary in order to make the statements therein not misleading) that has been corrected in the form of Prospectus included in the Registration Statement at the time it becomes effective, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order thereto filed with the SEC pursuant to make Rule 424(b) under the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case Securities Act prior to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf time of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by that gives rise to such registration statementLosses.

Indemnification by the Holders. To the fullest extent permitted by lawThe Company may require, each Holder will, if as a condition to including any Registrable Securities held by such Holder are included in the any registration statement or Prospectusfiled pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors, and all other Holders Electing Holders, against any losses, claims, damages or any prospective underwriter, as liabilities to which the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelyCompany, the “Company Indemnified Parties”)Guarantors, against all Claims and expenses arising or such other Electing Holders may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b5(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in dollar amount of the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawEach holder of Registrable Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will (i) indemnify and hold harmless the CompanyIssuers, the Guarantors, and all other Holders holders of Registrable Securities, against any losses, claims, damages or any prospective underwriter, as liabilities to which the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelyIssuers, the “Company Indemnified Parties”)Guarantors or such other holders of Registrable Securities may become subject, against all Claims and expenses arising under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuers and the Guarantors for any legal or other expenses reasonably incurred by the Issuers and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in the registration statement or Prospectusseverally and not jointly, indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 7.1 hereof) Lionsgate, all each director and officer of Lionsgate and each other Holders or any prospective underwriterPerson, if any, who controls Lionsgate within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the a “Company Indemnified PartiesPerson”), against all Claims and expenses arising Losses to which Lionsgate or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based on: upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in a any Registration Statement in which Registrable Securities were included for registration statement under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement theretoto such Registration Statement or Prospectus), including all documents incorporated therein by reference, or (B) any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material factnot misleading, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, preliminary Prospectus, final Prospectus, amendment or Issuer Free Writing Prospectus supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud Lionsgate by such Holder, the or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability of each selling Holder of Registrable Securities hereunder under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such selling Holder from the sale of such Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawand any Agents and Underwriters. The Issuers may require, each Holder will, if as a condition to including any Registrable Securities held by in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement or similar agreement with respect thereto, that the Issuers shall have received an undertaking reasonably satisfactory to them from the Electing Holder of such Holder are Registrable Securities included in the registration statement a Shelf Registration Statement and from each underwriter or Prospectusagent named in any such underwriting agreement or similar agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, Issuers and all other Holders or any prospective underwriter, as the case may be, and any holders of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Registrable Securities, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Issuers or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuers by such Electing Holder or on behalf of such Holder and stated to be specifically underwriter expressly for use therein, and (ii) reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder's Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, such holder, or an authorized officer of such holder, shall furnish to the fullest Company in writing such information as the Company reasonably requests for use in connection with any registration statement or prospectus and agrees, severally and not jointly, to indemnify, to the full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriterits directors, as officers, agents and employees, each Person who controls the case may beCompany (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and any of their respective Affiliates, the directors, officers officers, agents or employees of such controlling persons, from and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses Losses arising out of or based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus registration statement, prospectus (or any amendment or supplement theretoincluding free-writing prospectuses), including all documents incorporated therein by referenceor form of prospectus, or arising out of or based upon any omission or alleged omission therefrom of a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statementstatement is contained in, or such omission or alleged omission is required to be contained in, any information which (i) relates solely to such holder’s individual ownership of the Registrable Securities, (ii) is furnished in writing to the Company by such holder solely in its capacity as a holder of Registrable Securities, expressly for use in such registration statement or prospectus and (iii) that such statement or omission (or alleged omission) is made was relied upon by the Company in preparation of such registration statement, Prospectusprospectus or form of prospectus; provided, however, that such holder of Registrable Securities shall not be liable in any such case to the extent that the holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such registration statement or Issuer Free Writing Prospectus prospectus or amendment or supplement thereto information expressly for use in reliance upon and in conformity with written such registration statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementIndemnified Party.

Indemnification by the Holders. To the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b5.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company applicable selling Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud (as determined in a final and non-appealable judgement by a court of competent jurisdiction) by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in the registration statement or Prospectusseverally and not jointly, indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 7.01 hereof) Xerox, all each director and officer of Xerox and each other Holders or any prospective underwriterPerson, if any, who controls Xerox within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the a “Company Indemnified PartiesPerson”), against all Claims and expenses arising Losses to which Xerox or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based on: upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in a any Registration Statement in which Registrable Securities were included for registration statement under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement theretoto such Registration Statement or Prospectus), including all documents incorporated therein by reference, or (B) any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material factnot misleading, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, preliminary Prospectus, final Prospectus, amendment or Issuer Free Writing Prospectus supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud Xerox by such Holder, the or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; provided, however, that a Holder’s aggregate liability of each selling Holder of Registrable Securities hereunder under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such selling Holder from the sale of such Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each Holder will severally, and not jointly, in proportion to the fullest extent permitted respective number of shares included by law, each Holder willsuch Holder, if Registrable Securities held by such Holder are included in the registration statement securities as to which such registration, qualification or Prospectuscompliance is being effected, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any each of their respective Affiliatesits officers, directors, officers agents, investment advisors, partners, members and Controlling Persons (collectivelyemployees to the fullest extent permitted by applicable law, the “Company Indemnified Parties”)from and against any and all Losses, against all Claims and expenses as incurred, arising out of or based on: (i) relating to any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto), including all documents incorporated therein by referencethereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission therefrom of a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that (1) such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made omissions are based solely upon information regarding such Holder furnished in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished writing to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; , or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and provided was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the indemnity agreement contained Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding anything in this Section 2.8(b) shall not apply Agreement to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holdercontrary, the liability of each selling the Holder pursuant to this Section 5 shall not exceed the dollar amount of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from upon the sale of Registrable Securities covered by giving rise to such registration statementliability.

Indemnification by the Holders. To the fullest extent permitted by lawEach holder of Registrable Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will (i) indemnify and hold harmless the Company, Issuers and all other Holders or any prospective underwriter, as the case may be, and any holders of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Registrable Securities, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Issuers or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawEach holder of Securities, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or ProspectusExchange Securities, as applicable, severally and not jointly, will (i) indemnify and hold harmless the CompanyIssuer, each Guarantor and all other Holders or any prospective underwriter, as the case may be, and any holders of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Registrable Securities, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Issuer, each Guarantor or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such Holder and stated to be specifically holder expressly for use therein, and (ii) reimburse the Issuer and each Guarantor for any legal or other expenses reasonably incurred by the Issuer and each Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder holder from the sale of such holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, all each director and officer of the Company and each other Holders or any prospective underwriterPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act (each such person being sometimes referred to as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”a "COMPANY INDEMNIFIED PERSON"), against all Claims and expenses arising Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based on: upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in a any registration statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement theretoto such registration statement or prospectus), including all documents incorporated therein by reference, or (B) any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material factnot misleading, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectuspreliminary prospectus, final prospectus, amendment or Issuer Free Writing Prospectus supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the or on such Holder's behalf, specifically for inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) a Holder's aggregate liability of each selling Holder of Registrable Securities hereunder under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter's discount but before deducting expenses) received by such selling Holder from the sale of such Holder's Registrable Securities covered by pursuant to such registration statementand (ii) the obligation to indemnify shall be several, not joint, among the Holders.

Indemnification by the Holders. To the fullest extent permitted by lawIn connection with any Registration Statement in which any Holder is participating pursuant to SECTION 2.1, SECTION 2.2 or SECTION 2.5 hereof, each Holder will, if Registrable Securities held shall promptly furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder are included in the registration statement not materially misleading or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of necessary to cause such Registration Statement not to omit a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, with respect to such Holder necessary in order to make the statements therein not misleading. Each Holder agrees to indemnify and hold harmless the Company, in light its partners, directors, officers, Affiliates, any underwriter retained by the Company and each Person who controls the Company or such underwriter (within the meaning of Section 15 of the circumstances under which they were made, (iiSecurities Act or Section 20 of the Exchange Act) from and against any untrue statement and all Liabilities arising out of or alleged untrue statement of a material fact contained in a Prospectus (or based upon any amendment or supplement thereto), including all documents incorporated therein by referenceuntrue, or any omission or alleged omission therefrom of a material factallegedly untrue, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus Registration Statement, prospectus or preliminary prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), including all documents incorporated therein by reference, ) or arising out of or based upon any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading (or in the case of any prospectus, in light of the circumstances under which they such statements were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent), but if and only to the extent that such Liability arises out of or is based upon any untrue statement (or alleged omission or alleged untrue statement) statement or omission (or alleged omission) is made contained in such registration statementRegistration Statement, Prospectus, preliminary prospectus or Issuer Free Writing Prospectus final prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of concerning such Holder and stated to be specifically furnished in writing by such Holder expressly for use therein; and provided , provided, however, that the indemnity agreement contained in total amount to be indemnified by each Holder pursuant to this Section 2.8(bSECTION 2.11(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to such Holders’ pro rata portion of the net proceeds (after deducting the underwriters’ discounts and commissions) received by such selling Holder from in the sale of Registrable Securities covered by such registration statementoffering to which the Registration Statement or prospectus relates.

Indemnification by the Holders. To Each Holder agrees to indemnify and ------------------------------ hold harmless, to the fullest full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, its directors, officers, employees and agents and each Controlling Person of the Company, from and against any and all other Holders or any prospective underwriter, as the case may be, and Damages to which any of their respective Affiliates, directors, officers and Controlling Persons (collectively, them may become subject under the “Company Indemnified Parties”), against all Claims and expenses arising Securities Act or otherwise to the extent such Damages arise out of or are based on: upon any Violation, in each case to the extent that such Violation occurs as a result of (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement any Registration Statement (including any related preliminary or any amendment or supplement theretofinal Prospectus), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, if and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (arose out of or alleged omission) is made in was based upon information regarding such registration statement, Prospectus, Holder or Issuer Free Writing Prospectus in reliance upon and in conformity with written information its plan of distribution which was furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that , or (ii) the indemnity agreement failure by such Holder to deliver or cause to be delivered to any purchaser of the shares covered by the Registration Statement the Prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder. Notwithstanding the foregoing, (A) in no event will a Holder have any obligation under this Section 2.8(b7(b) shall not apply to for amounts paid the Company pays in settlement of any such Claim loss, claim, damage, liability or action if such settlement is effected without the consent of the Company Holder (which consent shall not be unreasonably withheld or delayed); withheld) and provided, further, that in (B) the absence of fraud by such Holder, the liability of each selling total amount for which a Holder of Registrable Securities hereunder shall be limited to liable under this Section 7(b) shall not in any event exceed the aggregate net proceeds received by such selling Holder from the sale of the Holder's Registrable Securities covered by in such registration statementregistration. The obligations of the Holders under this Section 7(b) shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Indemnification by the Holders. To the fullest extent permitted by lawIn connection with any registration or qualification in which a Holder is participating, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless the Company, all other Holders each present or any prospective past member of the Board, each past or present officer, employee, retained professional, agent and investment adviser, each past or present external advisor or manager, of the Company, underwriter, as broker or other Person acting on behalf of the case may beCompany, and each other Person, if any, who Controls any of their respective Affiliatesthe foregoing, together with the members, partners, officers, directors, officers managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such Controlling Persons Person, against any losses, claims, damages, liabilities and expenses (collectivelyincluding, the “Company Indemnified Parties”without limitation, reasonable attorneys’ fees and expenses), against all Claims joint or several, to which the Company or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses arising (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based on: upon (i) any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained in a registration statement (therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, if such untrue statement or any alleged untrue statement or omission or alleged omission therefrom of a material fact, was made in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were madereliance upon information provided by such Holder or on such Holder’s behalf, (ii) any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such offering statement, any preliminary offering circular or final offering circular contained in a Prospectus (therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any if such untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon information provided by such Holder or on such Holder’s behalf or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by such Holder. Such indemnity shall remain in full force and in conformity with written information furnished to the Company effect regardless of any investigation made by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of Company or any such Claim if Board member, officer, employee, agent, investment adviser or Controlling Person and shall survive the transfer of such settlement is effected without securities by any Holder. The obligation of a Holder to indemnify will be several and not joint, among the consent of the Company (which consent shall not be unreasonably withheld or delayed); Holders and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after underwriting fees, commissions or discounts) actually received by such selling Holder from the sale of Registrable Securities covered by pursuant to such registration statement, or the sale of Qualifiable Securities pursuant to such offering statement, except in the case of fraud or willful misconduct by such Holder.

Indemnification by the Holders. To Each selling Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the fullest full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, its directors, officers and Controlling Persons partners, and each Person who controls the Company (collectively, within the “Company Indemnified Parties”meaning of the Securities Act and the Exchange Act), and each other selling Holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Person, from and against all Claims and expenses arising out of or based on: any Losses resulting from (i) any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, and (ii) any misstatement in or omission from any representation or warranty, or any breach of covenant or agreement, in each case made or deemed made by such Holder in any underwriting or similar agreement entered by into by such Holder in connection with the particular registration. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company. The liability of any Holder for indemnification under this Section 2.7 in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement held by such Investor, and (ii) the amount equal to the net proceeds to such Holder of the securities sold in any such registration; provided that no selling holder shall be required to indemnify any Person against any Losses arising from any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by referencein, or any omission or alleged omission therefrom of a material factfact from, in each case, a preliminary Prospectus (or necessary in order to make the statements therein not misleading) that has been corrected in the form of Prospectus included in the Registration Statement at the time it becomes effective, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order thereto filed with the SEC pursuant to make Rule 424(b) under the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case Securities Act prior to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf time of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.that gives rise to such

Indemnification by the Holders. To the fullest extent permitted by law, each Each Holder severally (and not jointly) will, if in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Holder are included in the registration statement or Prospectusselling Holder, indemnify and hold harmless the Company, all other Holders or any prospective underwritereach of its officers, as the case may beemployees, and any of their respective Affiliatesaffiliates, directors, officers partners, members, attorneys and Controlling Persons agents and each underwriter (collectively, the “Company Indemnified Parties”if any), and each other selling Holder and each other Person, if any, who controls such Person within the meaning of the Securities Act, against all Claims and expenses arising any losses, claims, judgments, damages or liabilities, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or the information conveyed to any amendment or supplement thereto), including all documents incorporated therein by referencepurchaser at the time of the sale to such purchaser, or any the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements state therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order required to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were madebe stated therein, and shall reimburse the Holder will reimburse Company, its directors and officers, and each such Company Indemnified Party other selling holder or controlling Person for any reasonable fees and disbursements legal or other expenses reasonably incurred by any of counsel and any other reasonable expenses incurred them in connection with investigating and investigation or defending or settling any such Claimloss, in each case claim, damage, liability or action; provided, however, that the total amount to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company be indemnified by or on behalf of such Holder and stated pursuant to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder 10.2 shall be limited to the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling Holder from in the sale offering to which such Registration Statement relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto which corrected or made not misleading information previously provided to the Company.

Indemnification by the Holders. To and any Agents and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof that each Electing Holder agrees, as a consequence of the fullest extent permitted by lawinclusion of any of such Electing Holder's Registrable Securities in such registration statement, and each Holder willunderwriter, selling agent or other securities professional, if any, which facilitates the disposition of such Registrable Securities held by shall agree, as a consequence of facilitating such Holder are included in the registration statement or Prospectusdisposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the CompanyIssuer, the Guarantor, and all other Holders holders of Registrable Securities, against any losses, claims, damages or any prospective underwriter, as liabilities to which the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelyIssuer, the “Company Indemnified Parties”)Guarantor or such other holders of Registrable Securities may become subject, against all Claims and expenses arising under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuer by such Electing Holder, underwriter, selling agent or on behalf of such Holder and stated to be specifically other securities professional expressly for use therein, and (ii) reimburse the Issuer and the Guarantor 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; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b5(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder's Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawEach holder of Registrable Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will (i) indemnify and hold harmless the CompanyIssuers, the Guarantors and all other Holders holders of Registrable Securities, against any losses, claims, damages or any prospective underwriter, as liabilities to which the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelyIssuers, the “Company Indemnified Parties”)Guarantors or such other holders of Registrable Securities may become subject, against all Claims and expenses arising under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuers and the Guarantors for any legal or other expenses reasonably incurred by the Issuers and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Shelf Registration Statement or a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the fullest full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all its directors and officers, and each other Holders Person, if any, who controls the Company within the meaning of the Securities Act, against any Losses to which the Company or any prospective underwritersuch director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as the case may besuch Losses (or actions or proceedings, and any of their respective Affiliateswhether commenced or threatened, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising in respect thereof) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a any material fact contained in a any such registration statement (statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, (ii) any if such untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished or confirmed in writing to the Company Company; provided, however, that in no event shall any indemnity provided by a Holder under this Section 6(b) exceed the net proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of Company or any such Claim if director, officer, member, partner or controlling Person and shall survive the transfer of such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud securities by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited holder to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementa Permitted Successor.

Indemnification by the Holders. To the fullest extent permitted by lawEach holder of Registrable Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will (i) indemnify and hold harmless the Company, Issuer and all other Holders or any prospective underwriter, as the case may be, and any holders of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Registrable Securities, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Issuer or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuer for any legal or other expenses reasonably incurred by the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each Holder agrees to indemnify and ------------------------------ hold harmless, to the fullest full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, its directors, officers, employees and agents and each Controlling Person of the Company, from and against any and all other Holders or any prospective underwriter, as the case may be, and Damages to which any of their respective Affiliates, directors, officers and Controlling Persons (collectively, them may become subject under the “Company Indemnified Parties”), against all Claims and expenses arising Securities Act or otherwise to the extent such Damages arise out of or are based on: upon any untrue statement or omission or alleged untrue statement or omission based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement any Registration Statement (including any related preliminary or any amendment or supplement theretofinal Prospectus), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, if and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (arose out of or alleged omission) is made in was based upon information regarding such registration statement, Prospectus, Holder or Issuer Free Writing Prospectus in reliance upon and in conformity with written information its plan of distribution which was furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that , or (ii) the indemnity agreement failure by such Holder to deliver or cause to be delivered to any purchaser of the shares covered by the Registration Statement the Prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder. Notwithstanding the foregoing, (A) in no event will a Holder have any obligation under this Section 2.8(b5(b) shall not apply to for amounts paid the Company pays in settlement of any such Claim loss, claim, damage, liability or action if such settlement is effected without the consent of the Company Holder (which consent shall not be unreasonably withheld or delayed); withheld) and provided, further, that in (B) the absence of fraud by such Holder, the liability of each selling total amount for which a Holder of Registrable Securities hereunder shall be limited to liable under this Section 5(b) shall not in any event exceed the net aggregate proceeds received by such selling Holder from the sale of the Holder's Registrable Securities covered by in such registration statementregistration. The obligations of the Holders under this Section 5(b) shall survive the completion of any offering of Registrable Securities pursuant to a Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Indemnification by the Holders. To the fullest extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, agrees to indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, its officers and Controlling Persons directors and each Person (collectivelyif any) that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Losses caused by, the “Company Indemnified Parties”), against all Claims and expenses arising out of of, resulting from or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order related to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus Registration Statement or prospectus relating to Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any amendment or supplement thereto), including all documents incorporated therein by referencepreliminary prospectus, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading (in the case of any prospectus, in the light of the circumstances under which they were such statement is made), and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company in writing by or on behalf of such Holder and stated to be specifically expressly for use therein, and shall reimburse the Company, its directors and officers, and each controlling Person for any legal or other expenses reasonably incurred by any of them in connection with any investigation or defending such claim; and provided provided, however, that the indemnity agreement contained in this Section 2.8(b) 3.2 shall not apply to amounts paid in settlement of any such Claim claim or proceeding if such settlement is effected without the consent of the Company (Holder, which consent shall not be unreasonably withheld or delayed); withheld. Each selling Holder’s indemnification obligations hereunder shall be several and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder not joint and several and shall be limited to the amount of any net proceeds actually received by such selling Holder from Holder, except in the sale case of Registrable Securities covered fraud or willful misconduct by such registration statementHolder.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration, qualification or compliance effected pursuant to Sections 3 or 4 hereof, each Holder will, if selling Registrable Securities held by such Holder are included in the registration statement or Prospectus, pursuant thereto shall indemnify and hold harmless the Company, all each director of the Company, each officer of the Company and each other Holders or any prospective person, if any, who controls the Company within the meaning of the Securities Act, each underwriter, as the case may beif any, and each person who controls any of their respective Affiliates, directors, officers the foregoing persons within the meaning of the Securities Act (each a "Holder Indemnitee" and Controlling Persons (collectively, collectively the “Company Indemnified Parties”"Holder Indemnitees"), in each case, against all Claims and expenses arising any losses, claims, damages or liabilities, joint or several, to which a Holder Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based on: upon (i) any breach of any representation, warranty, agreement or covenant of such Holder contained in the underwriting agreement covering the -11- 12 public offering of such Registrable Securities or (ii) untrue statement or alleged untrue statement of a any material fact contained in a any registration statement (under which such Registrable Securities were registered under the Securities Act pursuant to Sections 3 or 4, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by referenceor any other document incident to any such registration, qualification or compliance, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party Holder Indemnitee for any reasonable fees and disbursements of counsel and any legal or other reasonable expenses reasonably incurred by them in connection with investigating and or defending or settling any such Claimloss, in each case to the extentclaim, damage, liability or action, but only to the extent that any such loss, claim, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information pertaining to such Holder, as such, furnished in writing to the Company by or on behalf of such Holder and stated to be specifically for use thereinin such document; and provided provided, however, that the foregoing indemnity agreement contained is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in this Section 2.8(b) the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not apply inure to amounts paid in settlement of any such Claim if such settlement is effected without the consent benefit of the Company, any controlling person or any underwriter, if the Company (which consent shall had an obligation under the Securities Act to deliver the Final Prospectus to the person or entity asserting the loss, liability, claim or damage and such Final Prospectus was not be unreasonably withheld so furnished at or delayed)prior to the time such furnishing is required by the Securities Act; and provided, further, that that, in the absence case of fraud a registration pursuant to Section 3 or 4 hereof, in no event shall any indemnity by such Holder, a seller under this Section 9(b) exceed the liability of each selling Holder of Registrable Securities hereunder shall be limited to gross proceeds from the net proceeds offering received by such selling Holder from seller. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the sale Company or any such director, officer, underwriter or controlling person, shall survive the transfer of such Registrable Securities covered by any such registration statementHolder or underwriter, and shall be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To Each Electing Holder agrees, as a consequence of the fullest extent permitted by law, each Holder will, if inclusion of any of such holder’s Registrable Securities held by such Holder are included in the registration statement or Prospectusany Registration Statement, severally and not jointly, to (i) indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, its directors, its officers who sign such Registration Statement and Controlling Persons (collectivelyeach person, if any, who controls the “Company Indemnified Parties”)within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any untrue statement or alleged upon an untrue statement of a material fact contained in a registration statement (such Registration Statement or Prospectus, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Holder holder and stated to be specifically expressly for use therein; and provided that , provided, however, the foregoing indemnity agreement contained in this Section 2.8(b) shall not apply inure to amounts paid the Indemnified Person who was notified of the inaccurate material information or omission prior to such use of Prospectus and (ii) reimburse the Company and its directors and its officers who sign such Registration Statement for any legal or other expenses reasonably incurred by the Company and such directors and officers in settlement of connection with investigating or defending any such Claim action or claim as such expenses are incurred. For the purposes of this subsection (b), the Company may rely on written information furnished to the Company by an Indemnified Person via electronic mail if such settlement electronic mail is effected without followed within five (5) days thereof by a written instrument meeting the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that requirements set forth in the absence of fraud by such Holder, the foregoing sentence. The liability of each selling Electing Holder of Registrable Securities hereunder shall be in proportion to and limited to the net proceeds amount received by such selling Electing Holder from the sale of Registrable Securities covered by pursuant to such registration statement.Registration Statement

Indemnification by the Holders. To Each Holder agrees, severally and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless law the Company, all other Holders or any prospective underwriterits directors, as the case may beofficers, stockholders, employees, agents, attorneys, and investment advisers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control with, or is controlled by, the Company, together with its Controlling Person, from and against all Damages to which the Company and any of their respective Affiliates, directors, officers and Controlling Persons may become subject under the Securities Act insofar as such Damages (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising or proceedings in respect thereof) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement any Registration Statement (or any amendment or supplement thereto), ) pursuant to which Registrable Securities were registered under the Securities Act (including all documents incorporated therein by reference), or caused by any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein made not misleading, in light of the circumstances under which they were made, or (iii) caused by any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), including all documents incorporated therein or caused by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleading, in light of the circumstances under which they were mademade not misleading, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only if and to the extent that such Damages arise out of or are based upon any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is made omission based upon information relating to such Holder furnished in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished writing to the Company by such Holder (or by a Person authorized to provide such information on behalf of such Holder and stated to be specifically Holder) expressly for use inclusion therein; and provided provided, however, that the indemnity agreement contained in this Section 2.8(b(i) such selling Holder shall not apply to amounts paid be liable in settlement of any such Claim if case to the extent that such settlement is effected without Damages result from the consent failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information provided in writing by such selling Holder to the Company expressly for such purpose and (ii) the total amount for which consent a Holder shall be liable hereunder shall not be unreasonably withheld or delayed); and provided, further, that in any event exceed the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net aggregate proceeds received by such selling Holder from the sale of Registrable Securities covered by in such registration statement.registration. (c)

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in the registration statement or Prospectusseverally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, all each director and officer of the Company and each other Holders or any prospective underwriterPerson, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “a "Company Indemnified Parties”Person"), against all Claims and expenses arising Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based on: upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in a any Registration Statement in which Registrable Securities were included for registration statement under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement theretoto such Registration Statement or Prospectus), including all documents incorporated therein by reference, or (B) any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material factnot misleading, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, preliminary Prospectus, final Prospectus, amendment or Issuer Free Writing Prospectus supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the or on such Holder's behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder's aggregate liability of each selling Holder of Registrable Securities hereunder under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter's discount and expenses) received by such selling Holder from the sale of such Holder's Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingcase of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the maximum amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b10(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To the fullest extent permitted by lawThe Company may require, each Holder will, if as a condition to including any Registrable Securities held by such Holder are included in the any registration statement or Prospectusfiled pursuant to Section 2(b) hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors, and all other Holders holders of Registrable Securities, against any losses, claims, damages or any prospective underwriter, as liabilities to which the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelyCompany, the “Company Indemnified Parties”)Guarantors or such other holders of Registrable Securities may become subject, against all Claims and expenses arising under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b6(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each of the Holders agrees, severally but not jointly, to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by lawapplicable Law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or arise out of or are based upon any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by any Holder pursuant to this Section 2.8(b5(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale offering to which such Registration Statement or Prospectus relates; provided further that no Holder shall be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement or Disclosure Package, or any amendment thereof or supplement thereto, it has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which the Holders may otherwise have.

Indemnification by the Holders. To The Holder of Registrable Securities participating in any registration hereunder shall severally and not jointly indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriterits directors, as the case may beofficers, employees and agents, and any each person who controls the Company (within the meaning of their respective Affiliates, directors, officers and Controlling Persons the Securities Act) (collectively, the “"Company Indemnified Parties”), ") against all Claims losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with such holder's consent, which consent shall not be unreasonably withheld) to which any Company Indemnified Party may become subject under the Securities Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment actions or supplement thereto), including all documents incorporated therein proceedings in respect thereof) are caused by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii1) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (Registration Statement in which the Holder's Registrable Securities were included or any amendment or supplement thereto), including all documents incorporated therein by reference, or any the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary Prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case not misleading to the extent, but only to the extent extent, in the cases described in clauses (1) and (2), that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written any information furnished in writing by the Holder to the Company expressly for use in the preparation thereof, provided, however, that the aggregate amount which the Holder shall be required to pay pursuant to this Section 8(b) shall be limited to the dollar amount of proceeds received - less expenses associated with the sale of Registrable Securities and other securities of the Company by the Holder upon the sale of the Registrable Securities and other securities of the Company - pursuant to the Registration Statement giving rise to such claim. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company Indemnified Parties (which consent except as provided above) and shall not be unreasonably withheld or delayed); and provided, further, that in survive the absence transfer of fraud such securities by such the Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder of Registrable Securities, each Holder willseverally and not jointly, if which Registrable Securities held by such Holder are included in a registration pursuant to the registration statement or Prospectusprovisions of this Agreement, will indemnify and hold harmless the Company, all other Holders or each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any prospective underwriter, as person who controls the case may beunderwriter and each of their successors from and against, and will reimburse the Company and such officer, director, underwriter or controlling person with respect to, any of their respective Affiliatesand all claims, directorsactions, officers and Controlling Persons (collectivelydemands, losses, damages, liabilities, costs or expenses to which the “Company Indemnified Parties”)or such officer, against all Claims and director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arising arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a any material fact contained in a registration statement (such Registration Statement, any prospectus contained therein or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under in which they were are made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained ; provided that such Holder will be liable in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such claim, action, demand, loss, damage, liability, cost or expense arises out of or is based upon an untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the preparation thereof. The liability of each selling Holder of Registrable Securities hereunder under this Section shall be limited to the net proportion of any such claim, action, demand, loss, damage, liability, cost or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by such Holder under such registration statement bears to the total offering price of all securities sold thereunder, but not, in any event, to exceed the proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementRegistration Statement. This indemnity shall survive the transfer of such securities by such Holder and the underwriter.

Indemnification by the Holders. To and any Agents and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof that each Electing Holder agrees, as a consequence of the fullest extent permitted by lawinclusion of any of such Electing Xxxxxx's Registrable Securities in such registration statement, and each Holder willunderwriter, selling agent or other securities professional, if any, which facilitates the disposition of such Registrable Securities held by shall agree, as a consequence of facilitating such Holder are included in the registration statement or Prospectusdisposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the CompanyIssuer, the Guarantor, and all other Holders holders of Registrable Securities, against any losses, claims, damages or any prospective underwriter, as liabilities to which the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelyIssuer, the “Company Indemnified Parties”)Guarantor or such other holders of Registrable Securities may become subject, against all Claims and expenses arising under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuer by such Electing Holder, underwriter, selling agent or on behalf of such Holder and stated to be specifically other securities professional expressly for use therein, and (ii) reimburse the Issuer and the Guarantor 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; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b5(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder's Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each Holder of Registrable Securities severally (and not jointly) agrees to indemnify and hold harmless the Company and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, each Affiliate of the Company, and all directors, officers, employees, members, managers and agents of the foregoing Persons, to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b10(b) shall not apply be limited to amounts paid the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in settlement of any the offering to which such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld Registration Statement or delayed)Prospectus relates; and provided, further, that a Holder shall not be liable in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited any case to the net proceeds received by extent that prior to the filing of any such selling Registration Statement, Disclosure Package, Prospectus, or Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder from has furnished in writing to the sale Company, information expressly for use in, and within a reasonable period of Registrable Securities covered by time prior to the effectiveness of such registration statementRegistration Statement or use of such Disclosure Package, Prospectus, or Free Writing Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity obligation will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To Each Holder agrees, severally and not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless law the Company, all other Holders or any prospective underwriterits directors, as the case may beofficers, stockholders, employees, agents, attorneys, and investment advisers and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, or is under common control with, or is controlled by, the Company, together with its Controlling Person, from and against all Damages to which the Company and any of their respective Affiliates, directors, officers and Controlling Persons may become subject under the Securities Act insofar as such Damages (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising or proceedings in respect thereof) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement any Registration Statement (or any amendment or supplement thereto), ) pursuant to which Registrable Securities were registered under the Securities Act (including all documents incorporated therein by reference), or caused by any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein made not misleading, in light of the circumstances under which they were made, or (iii) caused by any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), including all documents incorporated therein or caused by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleading, in light of the circumstances under which they were mademade not misleading, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only if and to the extent that such Damages arise out of or are based upon any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is made omission based upon information relating to such Holder furnished in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished writing to the Company by such Holder (or by a Person authorized to provide such information on behalf of such Holder and stated to be specifically Holder) expressly for use inclusion therein; and provided provided, however, that the indemnity agreement contained in this Section 2.8(b(i) such selling Holder shall not apply to amounts paid be liable in settlement of any such Claim if case to the extent that such settlement is effected without Damages result from the consent failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information provided in writing by such selling Holder to the Company expressly for such purpose and (ii) the total amount for which consent a Holder shall be liable hereunder shall not be unreasonably withheld or delayed); and provided, further, that in any event exceed the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net aggregate proceeds received by such selling Holder from the sale of Registrable Securities covered by in such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder agrees, each Holder willseverally but not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, to indemnify and hold harmless the CompanyBuyer and its Affiliates and their respective directors, officers, members, shareholders, partners, employees, affiliates, representatives and agents, each Person who Controls the Buyer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, members, partners, employees, Affiliates, representatives and agents of such Controlling Person (each, a “Buyer Indemnified Person”) from and against, without duplication, any and all losses, claims, damages, liabilities, contingencies and expenses (including reasonable attorneys’ fees and disbursements and other Holders expenses incurred in connection with investigating, preparing or defending any prospective underwriteraction, claim or proceeding, pending or threatened and the costs of enforcement thereof) to which such Buyer Indemnified Person may become subject caused by, as the case may bea result of, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of of, based upon or based on: relating to (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Registration Statement, any preliminary Prospectus (or final Prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by referencethereof, or any (ii) the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information furnished by such Holder to the Buyer specifically for inclusion in such registration statementRegistration Statement, Prospectusany preliminary Prospectus or final Prospectus contained therein, or Issuer Free Writing Prospectus any amendment or supplement thereof or in reliance upon and in conformity with written information furnished to the Company case of an occurrence of an Allowed Delay the use by or on behalf of such Holder of an outdated or defective Prospectus after the Buyer has notified the Sellers’ Representative (and stated to be specifically for use therein; and provided the Sellers’ Representative has subsequently notified the Holders) that the indemnity agreement contained in this Section 2.8(b) Prospectus is outdated or defective. In no event shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling any Holder be greater in amount than the dollar amount of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from upon the sale of the Registrable Securities covered included in the Registration Statement giving rise to such indemnification obligation. In connection with any Underwritten Offering, the Buyer will also be entitled to indemnification from the underwriters, their respective Affiliates and each Person who Controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Buyer with respect to information furnished by the underwriters, their respective Affiliates and each Person who controls such registration statementPersons to the Buyer specifically for inclusion in such Registration Statement, any preliminary Prospectus or final Prospectus contained therein.

Indemnification by the Holders. To the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers officers, members, managers, general and limited partners and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case of the forgoing cases to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company such Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To Each of the fullest extent permitted by lawHolders agrees, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, to indemnify and hold harmless the Company, all other Holders the Guarantor, each Person, if any, who controls the Company within the meaning of Section 15 of the Act or any prospective underwriter, as Section 20(a) of the case may be, Exchange Act and any of their the respective Affiliatesofficers, directors, officers partners, employees, representatives and Controlling Persons (collectivelyagents of the Company, the “Company Indemnified Parties”Guarantor or any such controlling Person, against any and all losses, liabilities, claims, damages and expenses whatsoever (including but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), against all Claims and joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses arising (or actions in respect thereof) arise out of or are based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (Registration Statement or Prospectus, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, not misleading in each case to the extent, but only to the extent extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, furtherhowever, that in no case shall any Holder be liable or responsible for any amount in excess of the absence dollar amount of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.upon the

Indemnification by the Holders. To the fullest extent permitted by lawThe Company may require, each Holder will, if as a condition to including any Registrable Securities held by in any Registration Statement or to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Holders of such Holder are included Registrable Securities and from each underwriter named in the registration statement or Prospectusany such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, Company and all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Registrable Securities, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Company or such other Holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a registration statement (such Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Holder, agent or underwriter, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically (in the case of an undertaking by such Holder) or underwriter (in the case of an undertaking by such underwriter) expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Holder shall be required to undertake liability to any person under this Section 2.8(b5(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of such Holder's Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder shall, each Holder willseverally, if Registrable Securities held by such Holder are included in the registration statement or Prospectusbut not jointly, indemnify and hold harmless the Company, all other Holders or any prospective underwriterunderwriter retained by the Company, as the case may be, and any of their respective Affiliates, directors, officers officers, other Affiliates and Controlling Persons each Person who controls the Company or such underwriter (collectively, within the “Company Indemnified Parties”), meaning of Section 15 of the Securities Act) from and against any and all Claims and expenses Liabilities arising out of or based on: upon (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (the Disclosure Package, the Registration Statement, the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto), including all documents incorporated therein by reference, or any ; and (ii) the omission or alleged omission therefrom of a to state in the Disclosure Package, the Registration Statement, the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto any material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light each case, to the extent such Liabilities arise out of or are based upon written information furnished by such Holder or on such Holder's behalf specifically for inclusion in the circumstances under which they were madeDisclosure Package, (ii) the Registration Statement, the Prospectus, any untrue statement or alleged untrue statement of a material fact contained in a Free Writing Prospectus (or any amendment or supplement thereto)thereto relating to the Registrable Securities as provided in, including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated pursuant to this Section 8(b); provided, however, that the total amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by any Holder pursuant to this Section 2.8(b8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting the underwriters' discounts and commissions) received by such selling Holder from in the sale of Registrable Securities covered by such registration statement.offering to which the Disclosure Package, Registration Statement, Prospectus or Free Writing Prospectus relates. (c)

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in the registration statement or Prospectusseverally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, all each director and officer of the Company and each other Holders or any prospective underwriterPerson, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the a “Company Indemnified PartiesPerson”), against all Claims and expenses arising Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based on: upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in a any Registration Statement in which Registrable Securities were included for registration statement under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement theretoto such Registration Statement or Prospectus), including all documents incorporated therein by reference, or (B) any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material factnot misleading, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, preliminary Prospectus, final Prospectus, amendment or Issuer Free Writing Prospectus supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability of each selling Holder of Registrable Securities hereunder under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such selling Holder from the sale of such Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder of Registrable ------------------------------ Securities, each Holder willseverally and not jointly, if which Registrable Securities held by such Holder are included in a registration pursuant to the registration statement or Prospectusprovisions of this Agreement, will indemnify and hold harmless the Company, all other Holders or each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any prospective underwriter, as person who controls the case may beunderwriter and their respective Affiliates and each of their successors from and against, and any of will reimburse the Company and such officer, director, underwriter or controlling person and their respective AffiliatesAffiliates with respect to, directorsany and all claims, officers actions, demands, losses, damages, liabilities, costs or expenses to which the Company or such officer, director, underwriter or controlling person and Controlling Persons (collectivelytheir respective Affiliates may become subject under the Securities Act or otherwise, including, without limitation, the “Company Indemnified Parties”), against all Claims reasonable fees and expenses arising of legal counsel (including those incurred in connection with any claim for indemnity hereunder) insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a any material fact contained in a registration statement (such Registration Statement, any prospectus contained therein or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under in which they were are made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained ; provided that such Holder will be liable in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the -------- extent, but only to the extent extent, that any such claim, action, demand, loss, damage, liability, cost or expense arises out of or is based upon an untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the preparation thereof. The liability of each selling Holder of Registrable Securities hereunder under this Section shall be limited to the net proportion of any such claim, action, demand, loss, damage, liability, cost or expense which is equal to the proportion that the public offering price of the Registrable Securities sold by such Holder under such registration statement bears to the total offering price of all securities sold thereunder, but not, in any event, to exceed the proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementRegistration Statement. This indemnity shall survive the transfer of such securities by such Holder and the underwriter.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its directors and directors who signed the applicable Registration Statement, and any underwriter that facilitates the sale of such Holder’s Registrable Securities and any officer, director or employee of such underwriter or any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), in each case, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify applicable law from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingcase of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the maximum amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b10(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable hereunder to the extent that, prior to the filing or use of Registrable Securities covered by any such registration statementRegistration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, as applicable, such Holder had furnished in writing to the Company information which corrected or made not misleading any such information 20 previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To In connection with any registration statement in which the fullest Holders are participating, the Holders will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will indemnify and hold harmless the CompanyCompany and its Indemnitees against any losses, all other Holders claims, damages, liabilities, joint or several, to which the Company or any prospective underwritersuch Indemnitee may become subject under the Securities Act or otherwise, insofar as the case may besuch losses, and any of their respective Affiliatesclaims, directorsdamages or liabilities (or actions or proceedings, officers and Controlling Persons (collectivelywhether commenced or threatened, the “Company Indemnified Parties”), against all Claims and expenses arising in respect thereof) arise out of or are based on: upon (ia) any untrue statement or alleged untrue statement of a material fact contained in a the registration statement (statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto)thereto or in any application, including all together with any documents incorporated therein by reference, reference or (b) any omission or alleged omission therefrom of a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectusany such prospectus or preliminary prospectus or any amendment or supplement thereto, or Issuer Free Writing Prospectus in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by or on behalf of such Holder and stated to be specifically the Holders expressly for use therein; , and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to Holders will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement of any such Claim if such settlement is effected without with the consent of the Company (Holders, which consent shall will not be unreasonably withheld or delayed), incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall butthe obligation to indemnify will be limited to the net amount of proceeds received by such selling Holder the Holders from the sale of Registrable Securities covered by pursuant to such registration statement, less any other amounts paid by the Holders in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by the Holders. To The Holders, jointly and severally, agree to indemnify and hold harmless to the fullest extent permitted by lawlaw (including without limitation reimbursement of OpenTV for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, claim, damage, liability or expense) OpenTV, its officers, directors and agents and each Holder willPerson, if Registrable any, who controls OpenTV within the meaning of either Section 15 of the Securities held Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from OpenTV to the Holders in Section 3.03, but only (a) with respect to information furnished in writing by any such Holder are included or on a Holder's behalf, in the registration statement either case expressly for use in any Shelf Registration Statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriteramendment or supplement thereto, as or any preliminary, summary or final prospectus or any amendments or supplements thereto or (b) to the case may beextent that any loss, and any of their respective Affiliatesclaim, directorsdamage, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of liability or based on: expense described in this Section 3.04 results from (i) the fact that a current copy of the Prospectus was not sent or given to the Person asserting any untrue statement such loss, claim, damage, liability or alleged expense at or prior to the written confirmation of the sale of the Consideration Shares concerned to such Person, if it is determined that OpenTV timely provided such Prospectus and it was the responsibility of a Holder to provide such Person with a current copy of the Prospectus and such current copy of the Prospectus would have cured the defect giving rise to such loss, claim, damage, liability or expense, (ii) the use of any Prospectus by or on behalf of any Holder after OpenTV has notified such Person that the use of the Shelf Registration Statement and/or the Prospectus is unavailable for any reason, including because the information included therein contains an untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of omits to state a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of or because the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) Shelf Registration Statement is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementno longer effective.

Indemnification by the Holders. To and any Agents and Underwriters. The Issuer may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof that each Electing Holder agrees, as a consequence of the fullest extent permitted by lawinclusion of any of such Electing Holder's Registrable Securities in such registration statement, each Holder willanx xxxx underwriter, selling agent or other securities professional, if any, which facilitates the disposition of such Registrable Securities held by shall agree, as a consequence of facilitating such Holder are included in the registration statement or Prospectusdisposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless the CompanyIssuer, the Guarantor, and all other Holders holders of Registrable Securities, against any losses, claims, damages or any prospective underwriter, as liabilities to which the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectivelyIssuer, the “Company Indemnified Parties”)Guarantor or such other holders of Registrable Securities may become subject, against all Claims and expenses arising under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement (or any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuer by such Electing Holder, underwriter, selling agent or on behalf of such Holder and stated to be specifically other securities professional expressly for use therein, and (ii) reimburse the Issuer and the Guarantor 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; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b5(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder's Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To If any Registrable Securities are registered under the fullest extent permitted by lawSecurities Act pursuant to Section 2 hereof, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, agrees to (i) indemnify and hold harmless the Company, all other Holders its directors (including any person who, with his or any prospective underwriterher consent, is named in the Registration Statement as a director nominee of the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”Company), its officers who sign any Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Company or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: upon (ix) any an untrue statement or alleged untrue statement of a material fact contained in a registration statement (such Registration Statement or any amendment or supplement thereto), including all documents incorporated therein by reference, or any an omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, misleading or (iiiy) any an untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any an omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claimnot misleading, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; , and provided that (ii) reimburse the indemnity agreement contained Company for any legal or other expenses incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. No Holder shall be liable under this Section 2.8(b) shall not apply to amounts paid 7 for any amount in settlement excess of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds such Holder shall have received by such selling Holder from the sale of Registrable Securities covered by such registration statementSecurities.

Indemnification by the Holders. To the fullest extent permitted by lawEach holder of Registrable Securities, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will (i) indemnify and hold harmless the Company, Issuers and all other Holders or any prospective underwriter, as the case may be, and any holders of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)Registrable Securities, against all Claims and expenses arising any losses, claims, damages or liabilities to which the Issuers or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a such registration statement statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such Electing Holder, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Issuers by or on behalf of such Electing Holder and stated to be specifically expressly for use therein, and (ii) reimburse the Issuers for any legal or other expenses reasonably incurred by the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; and provided provided, however, that the indemnity agreement contained in no such Electing Holder shall be required to undertake liability to any person under this Section 2.8(b5(b) shall not apply to for any amounts paid in settlement of any such Claim if such settlement is effected without the consent excess of the Company (which consent shall not dollar amount of the proceeds to be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Electing Holder from the sale of such Electing Holder’s Registrable Securities covered by pursuant to such registration statement(after deducting any fees, discounts and commissions applicable thereto).

Indemnification by the Holders. To Each Holder will severally, and not jointly, in proportion to the fullest extent permitted respective number of shares included by law, each Holder willsuch Holder, if Registrable Securities held by such Holder are included in the registration statement securities as to which such registration, qualification or Prospectuscompliance is being effected, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any each of their respective Affiliatesits officers, directors, officers agents, investment advisors, partners, members and Controlling Persons (collectivelyemployees to the fullest extent permitted by applicable law, the “Company Indemnified Parties”)from and against any and all Losses, against all Claims and expenses as incurred, arising out of or based on: (i) relating to any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto), including all documents incorporated therein by referencethereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission therefrom of a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that (1) such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made omissions are based solely upon information regarding such Holder furnished in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished writing to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; , or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and provided was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the indemnity agreement contained Holder has approved Annex A hereto for this purpose), or (2) in the case of an occurrence of an event of the type specified in Section 3(b)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding anything in this Section 2.8(b) shall not apply Agreement to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holdercontrary, the liability of each selling the Holder pursuant to this Section 5 shall not exceed the dollar amount of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from upon the sale of Registrable Securities covered giving rise to such liability. Each Holder shall notify the Company promptly of the institution, threat or assertion of any Proceeding of which the Holder is aware in connection with the transactions contemplated by such registration statementthis Agreement.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable law, each Holder willfrom and against any and all losses, if Registrable Securities held by such Holder are included in the registration statement claims, damages or Prospectus, indemnify and hold harmless the Company, all other Holders liabilities to which they or any prospective underwriterof them may become subject insofar as such losses, as the case may beclaims, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising damages or liabilities arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the total amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b13(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement or Disclosure Package, or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness, filing or use of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To Each Holder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, its directors, officers officers, employees, stockholders and Controlling Persons agents and other representatives, successors and assigns and each person who controls the Company (collectivelywithin the meaning of the Securities Act) against any losses, the “Company Indemnified Parties”)claims, against all Claims damages, liabilities and expenses arising out of or based on: expense (iincluding reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, fact required to be stated in each case, the Registration Statement or Prospectus or amendment or supplement thereto or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any if such untrue statement or alleged untrue statement of a material fact omission is contained in a any information furnished in writing by the Stockholder Representative with respect to such Holder or such Holder to the Company specifically for inclusion in such Registration Statement or Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or is based on any omission Holder’s violation of applicable federal or alleged omission therefrom state securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the Registration Statement or Prospectus, and shall reimburse the Company, its directors, officers, employees, stockholders and agents and other representatives, successors and assigns and each person who controls the Company (within the meaning of the Securities Act) for any legal or other expenses reasonably incurred by any of them in connection with investigation or defense of any such loss, claim, damage liability or expense. In no event shall the liability of a material fact, Holder be greater in each case, necessary in order to make amount than the statements therein not misleading, in light dollar amount of the circumstances under which they were made, or proceeds (iii) net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein omission) received by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light Holder upon the sale of the circumstances under which they were made, Registrable Securities included in the Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and the Holder will reimburse each such Company Indemnified Party for effect regardless of any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is investigation made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder an indemnified party and stated to be specifically for use therein; and provided that shall survive the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent Transfer of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementHolder.

Indemnification by the Holders. To Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Shelf Registration Statement, a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the fullest full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all its directors and officers, and each other Holders Person, if any, who controls the Company within the meaning of the Securities Act, against any Losses to which the Company or any prospective underwritersuch director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as the case may besuch Losses (or actions or proceedings, and any of their respective Affiliateswhether commenced or threatened, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising in respect thereof) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a any material fact contained in a any such registration statement (statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, (ii) any if such untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished or confirmed in writing to the Company through an instrument duly executed by such holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER,, that the obligation to provide indemnification pursuant to this SECTION 6(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of Company or any such Claim if director, officer or controlling Person and shall survive the transfer of such settlement is effected without the consent of the Company securities by such holder. Such holders shall also indemnify each other Person who participates (which consent shall not be unreasonably withheld or delayed); and provided, further, that including as an underwriter) in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities covered by such registration statementAct to the same extent as provided above with respect to the Company.

Indemnification by the Holders. To the fullest extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, and any underwriter shall indemnify and hold harmless the Company, all other Holders or any prospective underwriterits Affiliates, as the case may be, and any of their respective Affiliatesofficers, directors, officers employees, representatives and Controlling Persons agents, and each person, if any, who controls any such person within the meaning of the Securities Act or the Exchange Act (collectively, collectively referred to for purposes of this Section 11 and Section 12 as the “"Company Indemnified Parties”"), from and against all Claims any loss, claim, damage or liability, joint or several, or any action in respect thereof (including any loss, claim, damage, liability or action relating to purchases and expenses arising sales of such securities and regardless of whether such loss, claim, damage, liability or action is brought by such Holder or underwriter, their respective Affiliates or any third party or whether any Company Indemnified Party is a party thereto), to which any of the Company Indemnified Parties may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of of, or is based on: upon (i) any untrue statement or alleged untrue statement of a material fact contained in a any registration statement (under which such securities were registered under the Securities Act or any prospectus forming part thereof or in any amendment or supplement thereto), including all documents incorporated therein by reference, thereto or any (ii) the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, (ii) any not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information any Holder's Information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, and shall reimburse the Company Indemnified Parties upon demand for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability of each selling or action as such expenses are incurred; provided, however, that no such Holder of Registrable Securities hereunder shall be limited to liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such selling Holder from the sale of Registrable Securities covered by such securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Parties or any of the Holders and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. To In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwritereach underwriter and their respective officers, as the case may bedirectors and agents, if any, and any each Person, if any, who controls the Company or such underwriter within the meaning of their respective Affiliates, directors, officers and Controlling Persons (collectively, section 15 of the “Company Indemnified Parties”)Securities Act, against all Claims any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses arising out of or based on: (i) resulting from any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, fact required to be stated in each case, the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary in order to make the statements therein not misleading(in the case of any prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (is contained in or alleged untrue statement) or such omission (or alleged omission) is made from information so concerning a holder furnished in writing by such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically holder expressly for use therein; and provided provided, however, that such holder's obligations hereunder shall be limited to an amount equal to the indemnity agreement contained in this Section 2.8(b) shall not apply net proceeds to amounts paid in settlement of any such Claim if such settlement is effected without the consent holder of the Company (which consent shall not be unreasonably withheld or delayed)Registrable Securities sold pursuant to such registration statement; and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder no holder of Registrable Securities hereunder shall be limited required to indemnify any such underwriter, or any officer or director of such underwriter or any Person who controls such underwriter within the meaning of section 15 of the Securities Act, to the net proceeds received by extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such selling Holder from underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities covered by to such registration statementPerson if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration, qualification or compliance effected pursuant to Sections 3 or 4 hereof, each Holder will, if selling Registrable Securities held by such Holder are included in the registration statement or Prospectus, pursuant thereto shall indemnify and hold harmless the Company, all each director of the Company, each officer of the Company and each other Holders or any prospective person, if any, who controls the Company within the meaning of the Securities Act, each underwriter, as the case may beif any, and each person who controls any of their respective Affiliates, directors, officers the foregoing persons within the meaning of the Securities Act (each a "Holder Indemnitee" and Controlling Persons (collectively, collectively the “Company Indemnified Parties”"Holder Indemnitees"), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order against any losses, claims, damages or liabilities, joint or several, to make which a Holder Indemnitee may become subject under the statements therein not misleadingSecurities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in light respect thereof) arise out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of such Holder contained in the circumstances under which they were made, underwriting agreement covering the public offering of such Registrable Securities or (ii) any untrue statement or alleged untrue statement of a any material fact contained in a Prospectus (any registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Sections 3 or 4, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by referenceor any other document incident to any such registration, qualification or compliance, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party Holder Indemnitee for any reasonable fees and disbursements of counsel and any legal or other reasonable expenses reasonably incurred by them in connection with investigating and or defending or settling any such Claimloss, in each case to the extentclaim, damage, liability or action, but only to the extent that any such loss, claim, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information pertaining to such Holder, as such, furnished in writing to the Company by or on behalf of such Holder and stated to be specifically for use thereinin such document; and provided provided, however, that the foregoing indemnity agreement contained is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in this Section 2.8(b) the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not apply inure to amounts paid in settlement of any such Claim if such settlement is effected without the consent benefit of the Company, any controlling person or any underwriter, if the Company (which consent shall had an obligation under the Securities Act to deliver the Final Prospectus to the person or entity asserting the loss, liability, claim or damage and such Final Prospectus was not be unreasonably withheld so furnished at or delayed)prior to the time such furnishing is required by the Securities Act; and provided, further, that that, in the absence case of fraud a registration pursuant to Section 3 or 4 hereof, in no event shall any indemnity by such Holder, a seller under this Section 9(b) exceed the liability of each selling Holder of Registrable Securities hereunder shall be limited to gross proceeds from the net proceeds offering received by such selling Holder from seller. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the sale Company or any such director, officer, underwriter or controlling person, shall survive the transfer of such Registrable Securities covered by any such registration statementHolder or underwriter, and shall be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, officers, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingcase of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the maximum amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b9(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To Each Holder holding Registrable Securities which are included or are to be included in any registration statement filed in connection with a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the fullest full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all its directors and officers, and each other Holders Person, if any, who controls the Company within the meaning of the Securities Act, against any Losses to which the Company or any prospective underwritersuch director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as the case may besuch Losses (or actions or proceedings, and whether commenced or threatened, or settlement of any of their respective Affiliateslitigation, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising in respect thereof) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a any material fact contained in a any such registration statement (statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in the light of the circumstances under which they were made, (ii) any not misleading, if such untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information prepared and furnished to the Company by or on behalf of such Holder and stated to be in an instrument duly executed by or on behalf of such Holder specifically identified for use therein; and provided such Holder will reimburse the Company and each such director, officer and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses; provided, however, that the indemnity agreement contained in this Section 2.8(bobligation to indemnify will be individual (and not joint and several) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); each Holder and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall will be limited to the net amount of proceeds received by such selling Holder holder from the sale of Registrable Securities covered by pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any other person asserting the right to be indemnified, and shall survive the transfer of Registrable Securities by such Holder. Each Holder shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors, employees, agents and partners, and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Holders. To Each of the fullest extent permitted by lawHolders agrees, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, to indemnify and hold harmless the Company, all other Holders each Person, if any, who controls the Company within the meaning of Section 15 of the Act or any prospective underwriter, as Section 20(a) of the case may be, Exchange Act and any of their the respective Affiliatesofficers, directors, officers partners, employees, representatives and Controlling Persons agents of the Company or any such controlling Person, against any and all losses, liabilities, claims, damages and expenses whatsoever (collectivelyincluding but not limited to attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the “Company Indemnified Parties”)Exchange Act or otherwise, against all Claims and insofar as such losses, liabilities, claims, damages or expenses arising (or actions in respect thereof) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (the Shelf Registration Statement or Prospectus, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, misleading in each case to the extent, but only to the extent extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, furtherhowever, that in no case shall any Holder be liable or responsible for any amount in excess of the absence dollar amount of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from upon the sale of the Registrable Securities covered by giving rise to such registration statementindemnification obligation. This indemnity will be in addition to any liability which any Holder may otherwise have, including under this Agreement.

Indemnification by the Holders. To Each Holder agrees, severally and not jointly, to indemnify and hold harmless to the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless law the Company, all other Holders its directors, officers, stockholders, employees, agents, attorneys, and investment advisers, each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or any prospective underwriterSection 20 of the Exchange Act, as or is under common control with, or is controlled by, the case may beCompany, together with its Controlling Persons, and any of their respective Affiliates, directors, officers underwriter engaged by the Company from and against all Damages to which the Company and any Controlling Persons may become subject (collectively, i) under the “Company Indemnified Parties”), against all Claims and expenses arising Securities Act insofar as such Damages (or proceedings in respect thereof) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement any Registration Statement (or any amendment or supplement thereto), ) pursuant to which Registrable Securities were registered under the Securities Act (including all documents incorporated therein by reference), or caused by any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein caused by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), including all documents incorporated therein or caused by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact necessary in order to make the statements therein not misleading, in light of the circumstances under which they were mademade not misleading, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such Damages arise out of or are based upon any such untrue statement (or alleged untrue statement) statement or omission or alleged omission based upon information relating to such Holder furnished in writing to the Company by such Holder (or alleged omissionby a Person authorized to provide such information on behalf of such Holder) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon expressly for inclusion therein and in conformity with written information furnished therewith or (ii) under any Securities Law insofar as such Damages (or proceedings in respect thereof) are based upon any violation or alleged violation by such Holder of any Securities Law relating to the Company offer or sale of Registrable Securities pursuant to the Registration Statement, provided, however, that any Holder shall be liable under this Section 7(b) for only that amount of Damages as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnified Party and stated to be specifically for use therein; and provided that shall survive the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent transfer of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited by the Holder pursuant to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementSection 10(c).

Indemnification by the Holders. To the fullest extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included participating in the registration statement or Prospectus, Registration shall indemnify and hold harmless the Company, all other Holders each of its directors, each of its officers who has signed a Registration Statement, legal counsel and accountants for the Company, each person (if any) who controls the Company within the meaning of the Securities Act and any underwriter (as defined in the Securities Act) for the Company, against any losses, claims, damages or liabilities to which the Company or any prospective underwritersuch director, officer, legal counsel, accountants, controlling person or underwriter may become subject under the Securities Act or any rule or regulation thereunder or otherwise, insofar as the case may besuch losses, and any of their respective Affiliatesclaims, directors, officers and Controlling Persons damages or liabilities (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: actions in respect thereof) (i) are caused solely by any untrue statement or alleged untrue statement of a any material fact contained in a registration statement any preliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the effective date thereof, in any Registration Statement of which such Holder’s Warrant Shares were the subject, the prospectus contained therein, any amendment or supplement thereto), including all documents incorporated therein by reference, or any other document related to such Registration Statement, or (ii) arise out of or are based solely upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; and provided that inclusion in any of the foregoing documents. This indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such subject Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To the fullest extent permitted by lawHolders hereby agree, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, to indemnify and hold harmless Buyer, each director and officer of Buyer and each other person, if any who controls Buyer within the Companymeaning of the Securities Act, from and against any and all other Holders losses, claims, damages or any prospective underwriterliabilities, as the case may bejoint or several, and expenses (including fees of counsel and any amounts paid in settlement effected with the consent of their respective Affiliatessuch holders) to which Buyer, directorssuch director or officer or controlling person may become subject under the Securities Act, officers and Controlling Persons common law or otherwise, insofar as such losses, claims, damages or liabilities or expenses (collectivelyincluding all such losses, the “Company Indemnified Parties”)claims, against all Claims damages, liabilities and expenses arising out of any actions or proceedings, whether commenced or threatened), arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of any material fact in or omission or alleged omission to state a material fact required to be stated in the Registration Statement, or any preliminary, final or summary prospectus contained in a registration statement (therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that extent, such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company Buyer by or on behalf of such Holder and stated expressly for use in the Registration Statement or preliminary, final or summary prospectus, amendment or supplement; provided, however, that no such Holder shall be liable to any such person under this Paragraph 4.3.2 for any amounts in excess of the dollar amount of the proceeds to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of such Holder's Registrable Securities covered Shares pursuant to such registration. Such indemnification and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of Buyer or any of its directors, officers or controlling persons or any of the Holders of Registrable Shares or their respective directors, officers, partners and controlling persons and shall survive the transfer of such Registrable Shares by such registration statementHolder.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder shall, each Holder willseverally, if Registrable Securities held by such Holder are included in the registration statement or Prospectusbut not jointly, indemnify and hold harmless the Company, all other Holders or any prospective underwriterunderwriter retained by the Company, as the case may be, and any of their respective Affiliates, directors, officers officers, other Affiliates and Controlling Persons each Person who controls the Company or such underwriter (collectively, within the “Company Indemnified Parties”), meaning of Section 15 of the Securities Act) from and against any and all Claims and expenses Liabilities arising out of or based on: upon (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (the Disclosure Package, the Registration Statement, the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto), including all documents incorporated therein by reference, or any ; and (ii) the omission or alleged omission therefrom of a to state in the Disclosure Package, the Registration Statement, the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto any material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light each case, to the extent such Liabilities arise out of or are based upon written information furnished by such Holder or on such Holder's behalf specifically for inclusion in the circumstances under which they were madeDisclosure Package, (ii) the Registration Statement, the Prospectus, any untrue statement or alleged untrue statement of a material fact contained in a Free Writing Prospectus (or any amendment or supplement thereto)thereto relating to the Registrable Securities as provided in, including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated pursuant to this Section 8(b); PROVIDED, HOWEVER, that the total amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by any Holder pursuant to this Section 2.8(b8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting the underwriters' discounts and commissions) received by such selling Holder from in the sale of Registrable Securities covered by such registration statementoffering to which the Disclosure Package, Registration Statement, Prospectus or Free Writing Prospectus relates.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingcase of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder specifically for inclusion therein, including, without limitation, any notice and stated questionnaire. Notwithstanding the foregoing, (i) the maximum amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b‎11(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates, and (ii) a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to, and sufficient for the Company to act on, the effectiveness of such Registration Statement or the use of the Xxxxxxxxxx, xxxxxxxxxxx xxxxxxxxxx, xxxx show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration of any securities of the Company under the 1933 Act, each Holder holder of Registrable Securities will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, and hereby does agree to indemnify and hold harmless the Company, all its directors and officers, each other Holders Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Company or any prospective underwritersuch underwriter within the meaning of the 1933 Act against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as the case may besuch losses, and any of their respective Affiliatesclaims, directorsdamages or liabilities (or actions or proceedings, officers and Controlling Persons (collectivelywhether commenced or threatened, the “Company Indemnified Parties”), against all Claims and expenses arising in respect thereof) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a any material fact contained in a any registration statement (under which such securities were registered under the 1933 Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, and each holder of Registrable Securities will reimburse the Company and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in light of the circumstances under which they were madeconnection with investigating or defending any such loss, (ii) any untrue claim, liability, action or proceeding, if such statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information REGISTRATION RIGHTS AGREEMENT BETWEEN PDG ENVIRONMENTAL, INC. AND BARON PARTNERS, L.P. PAGE 11 OF 17 furnished to the Company through an instrument duly executed by such holder of Registrable Securities specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of Company or any such Claim if director, officer or controlling person and shall survive the transfer of such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud securities by such Holder, the liability of each selling Holder holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statementSecurities.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless the Company, all any affiliate or subsidiary thereof (including, without limitation, the Guarantors), the Initial Purchaser, each underwriter of Registrable Securities, each other Holders Holder, each person, if any, who controls the Company, any Guarantor, the Initial Purchaser, such underwriter or any prospective underwriter, as another Holder within the case may be, meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and any of their the respective Affiliatesofficers, directors, officers partners, employees, representatives and Controlling Persons agents of the Company, any affiliate or subsidiary thereof (collectivelyincluding, without limitation, the “Company Indemnified Parties”Guarantors), the Initial Purchaser, such underwriter, any other Holder or any controlling person, from and against all Claims and expenses arising any Loss, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as any such Loss (or action in respect thereof) arises out of of, or is based on: (i) upon, any untrue statement or alleged untrue statement of a material fact contained in a registration statement (the Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto or supplement thereto), including all documents incorporated therein by referencethereof, or any arises out of, or is based upon, the omission or alleged omission therefrom of a to state therein any material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, Prospectus, or Issuer Free Writing Prospectus therein was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) . In no event shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each any selling Holder hereunder be greater in amount than the dollar amount of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from upon the sale of the Registrable Securities covered by pursuant to the Registration Statement giving rise to such registration statementindemnification obligation. The foregoing indemnity agreement is in addition to any liability that any Holder may otherwise have to the Company, any Guarantor, the Initial Purchaser, any underwriter of Registrable Securities, any other Holder and any such other person.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder, each Holder willseverally and not jointly with any other Holder, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless Hecla, its directors, managers, officers, affiliates and employees, each Person that controls Hecla (within the Company, all other Holders or any prospective underwriter, as meaning of Section 15 of the case may beSecurities Act and Section 20 of the Exchange Act), and any of their respective Affiliates, the directors, officers managers, officers, affiliates and Controlling Persons employees of such controlling Person (collectively, the “Company Hecla Indemnified Parties”), to the full extent permitted by applicable law, from and against all Claims and expenses Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), to which the Hecla Indemnified Parties may become subject under the Securities Act or otherwise, arising solely out of or based on: (i) solely upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto), including all documents incorporated therein by reference, or arising solely out of or based solely upon any omission or alleged omission therefrom of a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) or omission (is contained in any information so furnished in writing by such Holder to Hecla specifically for inclusion in the Registration Statement or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished . Notwithstanding anything to the Company by or on behalf of such contrary contained herein, each Holder and stated to shall be specifically for use therein; and provided that the indemnity agreement contained in liable under this Section 2.8(b) shall 6.b for only that amount as does not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to exceed the net proceeds received by to such selling Holder from as a result of the sale of Registrable Securities covered by pursuant to such registration statementRegistration Statement. No Holder shall be liable for any Losses under this Section 6.b where such Holder furnished in writing to Hecla information expressly for use in, and within a reasonable period of time prior to the effectiveness of, the Registration Statement or any amendments or supplements thereto which corrected or made not misleading information previously provided to Hecla.

Indemnification by the Holders. To In connection with any registration statement in which the fullest Holders are participating, the Holders will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, will indemnify and hold harmless the CompanyCompany and its Indemnitees against any losses, all other Holders claims, damages, liabilities, joint or several, to which the Company or any prospective underwritersuch Indemnitee may become subject under the Securities Act or otherwise, insofar as the case may besuch losses, and any of their respective Affiliatesclaims, directorsdamages or liabilities (or actions or proceedings, officers and Controlling Persons (collectivelywhether commenced or threatened, the “Company Indemnified Parties”), against all Claims and expenses arising in respect thereof) arise out of or are based on: upon (ia) any untrue statement or alleged untrue statement of a material fact contained in a the registration statement (statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto)thereto or in any application, including all together with any documents incorporated therein by reference, reference or (b) any omission or alleged omission therefrom of a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectusany such prospectus or preliminary prospectus or any amendment or supplement thereto, or Issuer Free Writing Prospectus in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by or on behalf of such Holder and stated to be specifically the Holders expressly for use therein; , and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to Holders will reimburse the Company and each such Indemnitee for any legal or any other expenses including any amounts paid in any settlement of any such Claim if such settlement is effected without with the consent of the Company (Holders, which consent shall will not be unreasonably withheld or delayed), incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; and provided, further, that in but the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall obligation to indemnify will be limited to the net amount of proceeds received by such selling Holder the Holders from the sale of Registrable Securities covered by pursuant to such registration statement, less any other amounts paid by the Holders in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by the Holders. To the fullest extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, The Holders shall indemnify and hold harmless Parent and each person, if any, who controls Parent within the Company, all other Holders meaning of Section 15 of the Securities Act or any prospective underwriter, as Section 20 of the case may be, Exchange Act and any each of their respective Affiliates, directors, officers officer, employees, trustees and Controlling Persons agents (collectively, the “Company "PARENT INDEMNIFIED PARTIES") against any losses, claims, damages or liabilities to which the Parent Indemnified Parties”)Parties may become subject, against all Claims and expenses arising under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on: (i) any upon an untrue statement or alleged untrue statement of a material fact contained in a registration statement (the Registration Statement, or any preliminary, final or summary Prospectus contained therein or furnished by Parent to the Holders, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to Parent by the Company by or on behalf of such Holder and stated to be specifically Holders expressly for use therein, and the Holders shall, and hereby agree to, reimburse the Parent 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; and provided provided, however, that the indemnity agreement contained in this Section 2.8(b7(b) shall not apply to amounts paid in settlement of any such Claim losses, claims, damages or liabilities if such settlement is effected without the consent of the Company Holders (which consent shall not be unreasonably withheld or delayedwithheld); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such registration statement.

Indemnification by the Holders. To Each of the fullest extent permitted by law, each Holder Holders will, if Registrable Securities held by such Holder it are included in the registration statement or Prospectussecurities as to which such Registration Statement is being effected, severally and not jointly, indemnify the Issuer, each of its directors and hold harmless the Company, all other Holders or any prospective underwriter, as the case may beofficers, and any each Person who “controls” the Issuer within the meaning of their respective AffiliatesSEC Rule 405 under the Securities Act, directorsSection 15 of the Securities Act or Section 20 of the Exchange Act, officers and Controlling Persons (collectively, the “Company Indemnified Parties”)each other Holder, against all Claims and expenses arising out of or based on: on (i) any untrue statement actual or alleged untrue statement of a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by referencefact, or any omission or alleged omission therefrom of a material fact, in each case, fact required to be stated therein or necessary in order to make the statements statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus (in light of the circumstances under which they were made), or other offering document based upon written information furnished to Issuer by or on behalf of such Holder and stated to be specifically for use therein, or (ii) any untrue statement or alleged untrue statement omission of a material fact contained required to make such statement not misleading in a Prospectus (any prospectus that is corrected in any subsequent prospectus that was delivered to such Holder before the pertinent sale or sales by such Holder, and will reimburse Issuer, its directors, officers, partners, members or control Persons for any legal or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses reasonably incurred in connection with investigating and defending or settling any such Claim, in each the case to the extent, but of subsection (i) above only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementthe Registration Statement, Prospectusprospectus, offering memorandum or Issuer Free Writing Prospectus other document in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such Holder and stated to be specifically for use therein; and provided provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement several obligations of any such Claim if such settlement is effected without the consent each of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities Holders hereunder shall be limited to an amount equal to the net proceeds received by such selling Holder from the sale of the Registrable Securities covered by such registration statementpursuant to the Registration Statement.

Indemnification by the Holders. To the fullest extent permitted by law, each Each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, severally and not jointly, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers officers, members, managers, general and limited partners and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement (Registration Statement, Prospectus or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each the case of the foregoing), to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement aggregate liability Table of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability Contents of each selling Holder of Registrable Securities hereunder shall be limited to the net gross proceeds after underwriting discounts and commissions received by such selling Holder from the sale of Registrable Securities covered by such registration statementstatement giving rise to such indemnification obligation. It is understood and agreed that the indemnification obligations of each Holder pursuant to any underwriting agreement entered into in connection with any Registration Statement pursuant to Section 2.1 shall be limited to the obligations contained in this Section 2.7.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, all each director and officer of the Company and each other Holders or any prospective underwriterPerson, if any, who controls the Company within the meaning of Section 15 of the Securities Act (each such person being sometimes referred to as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”a "COMPANY INDEMNIFIED PERSON"), against all Claims and expenses arising Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such losses (or related actions or proceedings) arise out of or are based on: upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in a any registration statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement theretoto such registration statement or prospectus), including all documents incorporated therein by reference, or (B) any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material factnot misleading, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectuspreliminary prospectus, final prospectus, amendment or Issuer Free Writing Prospectus supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the or on such Holder's behalf, specifically for inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder's aggregate liability of each selling Holder of Registrable Securities hereunder under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter's discount but before deducting expenses) received by such selling Holder from the sale of such Holder's Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in the registration statement or Prospectusseverally and not jointly, indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 7.01 hereof) Hertz, all each director and officer of Hertz and each other Holders or any prospective underwriterPerson, if any, who controls Hertz within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the a “Company Indemnified PartiesPerson”), against all Claims and expenses arising Losses to which Hertz or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based on: upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in a any Registration Statement in which Registrable Securities were included for registration statement under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement theretoto such Registration Statement or Prospectus), including all documents incorporated therein by reference, or (B) any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material factnot misleading, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, preliminary Prospectus, final Prospectus, amendment or Issuer Free Writing Prospectus supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud Hertz by such Holder, the or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; provided, however, that a Holder’s aggregate liability of each selling Holder of Registrable Securities hereunder under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such selling Holder from the sale of such Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawEach Holder, each Holder willseverally and not jointly, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, all each director and officer of the Company, each other Holders Holder and each other Person, if any, who controls the Company or such other Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against Losses to which the Company or any prospective underwritersuch Persons may become subject under the Securities Act or otherwise, as to the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons extent that such losses (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising or related actions or proceedings) arise out of or are based on: upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in a any registration statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary prospectus or any final prospectus included in such registration statement (or any amendment or supplement theretoto such registration statement or prospectus), including all documents incorporated therein by reference, or (B) any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, Prospectuspreliminary prospectus, final prospectus, amendment or Issuer Free Writing Prospectus supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, or on the Holder’s behalf, specifically for inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement; provided that, a Holder’s aggregate liability of each selling Holder of Registrable Securities hereunder under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount but before deducting expenses) received by such selling Holder from the sale of such Holder’s Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify from and hold harmless the Company, against any and all other Holders Losses to which they or any prospective underwriter, of them may become subject insofar as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto), including all documents incorporated therein by reference, or any arise out of or are based upon the omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingcase of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made contained in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with any written information furnished to the Company by or on behalf of such Holder and stated specifically for inclusion therein; provided, however, that the maximum amount to be specifically for use therein; and provided that the indemnity agreement contained in indemnified by such Holder pursuant to this Section 2.8(b11(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such selling Holder from in the sale Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of Registrable Securities covered by any such registration statementRegistration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have.

Indemnification by the Holders. To the fullest extent permitted by lawIn connection with any Registration Statement in which any Holder is participating pursuant to SECTION 2.1, SECTION 2.2 or SECTION 2.5 hereof, each Holder will, if Registrable Securities held shall promptly furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder are included in the registration statement not materially misleading or Prospectus, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising out of or based on: (i) any untrue statement or alleged untrue statement of necessary to cause such Registration Statement not to omit a material fact contained in a registration statement (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, with respect to such Holder necessary in order to make the statements therein not misleading. Each Holder agrees to indemnify and hold harmless the Company, in light its partners, directors, officers, Affiliates, any underwriter retained by the Company and each Person who controls the Company or such underwriter (within the meaning of Section 15 of the circumstances under which they were made, (iiSecurities Act or Section 20 of the Exchange Act) from and against any untrue statement and all Liabilities arising out of or alleged untrue statement of a material fact contained in a Prospectus (or based upon any amendment or supplement thereto), including all documents incorporated therein by referenceuntrue, or any omission or alleged omission therefrom of a material factallegedly untrue, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus Registration Statement, prospectus or preliminary prospectus (as amended or supplemented if the Company shall have furnished any amendment amendments or supplement supplements thereto), including all documents incorporated therein by reference, ) or arising out of or based upon any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading (or in the case of any prospectus, in light of the circumstances under which they such statements were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent), but if and only to the extent that such Liability arises out of or is based upon any untrue statement (or omission or alleged untrue statement) or omission (statement or alleged omission) is made omission contained in such registration statementRegistration Statement, Prospectus, preliminary prospectus or Issuer Free Writing Prospectus final prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of concerning such Holder and stated to be specifically furnished in writing (including by email) by such Holder expressly for use therein; and provided , provided, however, that the indemnity agreement contained in total amount to be indemnified by each Holder pursuant to this Section 2.8(bSECTION 2.11(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to such Holders’ pro rata portion of the net proceeds (after deducting the underwriters’ discounts and commissions) received by such selling Holder from in the sale of Registrable Securities covered by such registration statementoffering to which the Registration Statement or prospectus relates.

Indemnification by the Holders. To Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a Shelf Registration Statement, a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the fullest full extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless the Company, all its directors and officers, and each other Holders Person, if any, who controls the Company within the meaning of the Securities Act, against any Losses to which the Company or any prospective underwritersuch director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as the case may besuch Losses (or actions or proceedings, and any of their respective Affiliateswhether commenced or threatened, directors, officers and Controlling Persons (collectively, the “Company Indemnified Parties”), against all Claims and expenses arising in respect thereof) arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a any material fact contained in a any such registration statement (statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, (ii) any if such untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished or confirmed in writing to the Company through an instrument duly executed by such holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 6(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement and the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of Company or any such Claim if director, officer or controlling Person and shall survive the transfer of such settlement is effected without the consent of the Company securities by such holder. Such holders shall also indemnify each other Person who participates (which consent shall not be unreasonably withheld or delayed); and provided, further, that including as an underwriter) in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities covered by such registration statementAct to the same extent as provided above with respect to the Company.

Indemnification by the Holders. To In the fullest extent permitted by lawevent of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder willshall, if Registrable Securities held by such Holder are included in the registration statement or Prospectusseverally and not jointly, indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 7.01 hereof) Hertz, all each director and officer of Hertz and each other Holders or any prospective underwriterPerson, if any, who controls Hertz within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as the case may be, and any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the “a "Company Indemnified Parties”Person"), against all Claims and expenses arising Losses to which Hertz or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based on: upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in a any Registration Statement in which Registrable Securities were included for registration statement under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement theretoto such Registration Statement or Prospectus), including all documents incorporated therein by reference, or (B) any omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material factnot misleading, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statementRegistration Statement, preliminary Prospectus, final Prospectus, amendment or Issuer Free Writing Prospectus supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud Hertz by such Holder, the or on such Holder's behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; provided, however, that a Holder's aggregate liability of each selling Holder of Registrable Securities hereunder under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter's discount and expenses) received by such selling Holder from the sale of such Holder's Registrable Securities covered by pursuant to such registration statementregistration.

Indemnification by the Holders. To the fullest extent permitted by lawIf any Registrable Securities are ------------------------------- included in any registration statement, each Holder willselling Shares thereunder shall, if Registrable Securities held by such Holder are included in the registration statement or Prospectusand hereby does, severally and not jointly, indemnify and hold harmless the Company, all and each director, officer, agent, attorney, representative and affiliate of the Company, each other Holders or any prospective underwriterPerson, as if any, who controls the case may beCompany within the meaning of the Securities Act, and each Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any; who controls any such underwriter within the meaning of their respective Affiliatesthe Securities Act with respect to all losses, directorsclaims, officers and Controlling Persons damages or liabilities (collectivelyor actions or proceedings, whether commenced or threatened, in respect thereof ("Losses") to which the “Company Indemnified Parties”)or such other indemnified party becomes subject under the Securities Act, against all Claims and expenses arising insofar as such Losses arise out of or are based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a such registration statement (statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto), including all documents incorporated therein by reference, or any an omission or alleged omission therefrom of to state therein a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, (ii) any untrue if such statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf such Holder expressly for use in the preparation of such Holder and stated to be specifically for use thereinregistration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; and provided that provided, however, in no event shall the indemnity agreement contained provided for in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder, the liability of each selling Holder of Registrable Securities hereunder shall be limited to 4.2 exceed the net proceeds actually received by such selling the Holder from the sale of the Registrable Securities covered by included in such registration statement.

Indemnification by the Holders. To Each Holder will severally, and not jointly, in proportion to the fullest extent permitted respective number of shares included by law, each Holder willsuch Holder, if Registrable Securities held by such Holder are included in the registration statement securities as to which such registration, qualification or Prospectuscompliance is being effected, notwithstanding any termination of this Agreement, indemnify and hold harmless the Company, all other Holders or any prospective underwriter, as and the case may be, and any of their respective Affiliatesofficers, directors, officers agents, representatives, investment advisors, partners, members, attorneys, affiliates and Controlling Persons employees of each of them, each Person who controls the Company (collectivelywithin the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents, representatives, investment advisors, partners, members, attorneys, affiliates and employees of each such controlling Person, to the “Company Indemnified Parties”)fullest extent permitted by applicable law, from and against any and all Claims and expenses Losses, as incurred, arising out of of, relating to or based on: (i) upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement (any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto), including all documents incorporated therein by referencethereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission therefrom of a material fact, in each case, fact required to be stated therein or necessary in order to make the statements therein not misleading(in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made, (ii) any untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, in each case to the extent, but only to the extent extent, that (1) such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made omissions are based solely upon information regarding such Holder furnished in such registration statement, Prospectus, or Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished writing to the Company by or on behalf of such Holder and stated to be specifically expressly for use therein; , or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and provided was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the indemnity agreement contained Holder has approved Annex A hereto for this purpose), or (2) in the case of an occurrence of an event of the type specified in clauses (b)(ii)-(b)(v) of Section 3, the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated by Section 6(e) or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. Notwithstanding anything in this Section 2.8(b) shall not apply Agreement to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holdercontrary, the liability of each selling the Holder pursuant to this Section 5 shall not exceed the dollar amount of Registrable Securities hereunder shall be limited to the net proceeds received by such selling Holder from upon the sale of Registrable Securities covered by giving rise to such registration statementliability.