Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein.

Indemnification by the Holders. Each Holder willThe Company may require, if as a condition to including any Registrable Securities held by him are included in any registration statement filed pursuant to Section 2(b) hereof, that the securities as 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 and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning other holders of Registrable Securities may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentsummary prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Electing Holder and stated to be specifically 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; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each In connection with any registration statement in which a Holder will, if of Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Companyparticipating, each of such Holder shall furnish to NationsRent in writing such information and affidavits as NationsRent reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify NationsRent, its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company NationsRent (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct) against any losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such the registration statement, prospectus, offering circular prospectus or other document, preliminary prospectus or any amendment thereof or supplement thereto or any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company NationsRent by such Holder and stated to be specifically stating that it is for use thereinin the preparation of such registration statement, prospectus or preliminary prospectus, amendment or supplement; provided that the obligation to indemnify shall be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement. In connection with an underwritten offering, the selling Holders of Registrable Securities shall indemnify such underwriters, their officers and directors 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 NationsRent.

Indemnification by the Holders. Each Holder willseverally agrees to indemnify and hold harmless the Company and the other selling Holders, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, and each of its their respective directors and officers (including each director and officer of the Company who signed the Registration Statement), and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (or any other than such Holder) or such underwriter selling Holder within the meaning of Section 15 of the Securities Act and Act, to the rules and regulations thereundersame extent as the indemnity contained in Section 5(a) hereof (except that any settlement described in Section 5(a)(ii) shall be effected only with the written consent of such Holder), each other but only insofar as such Holder and each of their officersloss, directors and partnersliability, and each Person controlling such Holder claim, damage or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising expense arises out of or is based on upon (i) any untrue statement (or omission, or alleged untrue statement) of statements or omissions, made in a material fact contained in any such registration statement, prospectus, offering circular or other document, Registration Statement (or any omission amendment thereto) or any Prospectus (or alleged omissionany amendment or supplement thereto) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such selling Holder and stated to be specifically expressly for use thereinin such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto), or (ii) such Holder's failure to deliver a Prospectus to any purchaser of Registrable Securities where such a delivery obligation was applicable to such Holder's sale of Registrable Securities and such Holder had been provided with a reasonable number of copies of such Prospectus for the relevant deliveries thereof. In no event shall the liability of any Holder under this Section 5(b) be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, and each of its directors officers, directors, legal counsel and officers accountants, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Act or any state securities laws applicable to the Holder and relating to action or inaction required by the Holder in connection with any such registration, qualification or compliance, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder indemnified person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Holder and stated to be specifically for use therein. Each Holder shall also indemnify and hold harmless any underwriter of the Registrable Securities, their officers, directors, partners, members and agents and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2; provided, however, that in no event shall any indemnity obligation under this Section 4.2 exceed the dollar amount of the net proceeds actually received by such Holder from the sale of Registrable Securities which gave rise to such indemnification obligations under such registration statement or prospectus.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, severally and not jointly, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder shareholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and expressly stated to be specifically for use therein; provided, however, that the liability of any such Holder under this Section 6.2 shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

Indemnification by the Holders. Each Holder willhereby agrees, if Registrable Securities held and by him are included requesting registration of Designated Shares, each Holder agrees, that in connection with each registration statement effected pursuant hereto in which Common Stock issued upon exercise of all or any portion of the securities as Warrants (the "Holder Common Stock") is to which such registrationbe disposed of, qualification or compliance is being effectedeach of the participating Holders shall, severally but not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors other selling Holder and officers their respective directors, officers, agents and each underwriter, if any, of the Company's securities covered by such a registration statement, employees and each person who controls the Company and each other selling Holder (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act) and regulations thereunderthe managing underwriter if any, each other such Holder and its directors, officers, agents, and employees and each person who controls such underwriter (within the meaning of their officersthe Securities Act and Exchange Act), directors and partnersin each case against any losses, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein of a material fact required to be stated therein in such registration statement or prospectus or preliminary prospectus or necessary to make the statements therein not misleading, and will reimburse to the Company, each of its directors and officers, each underwriter extent that such untrue statement or control Person, each other Holder and each of their officers, directors and partners and each Person controlling omission is contained in any information furnished by such Holder to the Company expressly for inclusion in such registration statement or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending prospectus; provided that each Holder will not be liable to the Company to the extent that any such claim, loss, damage, damage or liability arises out of or action, in each case to the extent, but only to the extent, that such is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance based upon and in conformity with written information furnished to a Holder by an instrument duly executed by the Company by such Holder and stated to be specifically for use therein.

Indemnification by the Holders. Each Holder willof Registrable Securities, if severally and not jointly, which Registrable Securities held by him are included in a registration pursuant to the securities as to which such registrationprovisions of this Agreement, qualification or compliance is being effected, will indemnify and hold harmless the Company, each of its directors and officers and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct, each other officer of the Company who signs the Registration Statement including such Holder Registrable Securities, each director of the Company, each underwriter and any person who controls the underwriter and each of their officers, directors successors from and partnersagainst, and each Person will reimburse the Company and such officer, director, underwriter or controlling such Holder or other stockholderperson with respect to, against any and all claims, actions, demands, losses, damages, liabilities, costs or expenses and liabilities (to which the Company or actions in respect thereof) arising such officer, 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 arise out of or are based on upon any untrue statement (or alleged untrue statement) of a any material fact contained in such Registration Statement, any such registration statement, prospectus, offering circular prospectus contained therein or other documentany amendment or supplement thereto, or any arise out of or are based upon the omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling ; PROVIDED that such Holder or other stockholder for any legal or any other expenses reasonably incurred will be liable in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the 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, offering circular or other document in reliance upon and in strict conformity with written information furnished to the Company by such Holder and stated to be specifically for use thereinin the preparation thereof.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's ’s securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein.

Indemnification by the Holders. Each Holder willholder of Securities, if severally and not jointly, will (i) indemnify and hold harmless the Issuer, each Guarantor and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuer, each Guarantor or such other holders of Registrable Securities held by him are included in the securities as to which such registrationmay become subject, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus, offering circular ” as defined in Rule 433) contained therein or other documentfurnished by the Issuer to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Issuer by such Electing Holder and stated to be specifically 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; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers directors, its officers, its stockholders and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors, managers, officers, stockholders or members or any person who controls such Holder, against any losses, claims, damages or liabilities to which the rules and regulations thereunderCompany or any such Company director, each officer or controlling person, underwriter or other such Holder, or partner, director, manager, officer, stockholder or member or controlling person of such other Holder and each of their officersmay become subject under the Securities Act, directors and partners, and each Person controlling such Holder the Exchange Act or other stockholderfederal or state law, against all insofar as such losses, claims, losses, damages, expenses and damages or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use thereinin connection with such registration; and each such Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director, manager, stockholder or member or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of each such Holder, which consent shall not be unreasonably withheld: provided further, that the obligation to indemnify shall be individual, not joint and several, for each such Holder and that in no event shall any indemnity under this Section 2.7 exceed the net proceeds from the offering received by such Holder.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effectedRegistration Statement, indemnify and hold harmless the Company, each of its directors and officers directors, its officers, and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, and the rules and regulations thereunderany other Holder selling securities under such Registration Statement or any of such other Holder's partners, each other such Holder and each of their directors or officers, directors and partnersif any, and each Person controlling who control such Holder or other stockholderHolder, against all any losses, claims, losses, damages, liabilities or expenses (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), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such the Registration Statement for registration statement, prospectus, offering circular or other documentof the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but extent (and only to the extent) that such losses, that claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, prospectus, offering circular or other document therein in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically expressly for use thereinin connection with such registration; provided that the liability of each Holder under this Section 2.10(b) shall be limited to the amount received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors officers, directors, partners, employees, agents, attorneys and officers consultants, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors directors, partners, employees, agents, attorneys and partnersconsultants, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities liabilities, joint and several (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be he stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors officers, directors, partners, employees, agents, attorneys and officersconsultants, each underwriter or control Person, each other Holder and each of their officers, directors directors, partners, employees, agents, attorneys and partners consultants and each Person controlling such Holder or other stockholder shareholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder and expressly stated to be specifically for use therein; provided, however, that the liability of any such Holder under this Section 7.2 shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

Indemnification by the Holders. Each Holder willhereby agrees, if Registrable Securities held and by him are included --------------------------------- requesting registration of Designated Shares, each Holder agrees, that in connection with each registration statement effected pursuant hereto in which Common Stock issued upon exercise of all or any portion of the securities as Warrants (the "Holder Common Stock") is to which such registrationbe disposed of, qualification or compliance is being effectedeach of the participating Holders shall, severally but not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors other selling Holder and officers their respective directors, officers, agents and each underwriter, if any, of the Company's securities covered by such a registration statement, employees and each person who controls the Company and each other selling Holder (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act) and regulations thereunderthe managing underwriter if any, each other such Holder and its directors, officers, agents, and employees and each person who controls such underwriter (within the meaning of their officersthe Securities Act and Exchange Act), directors and partnersin each case against any losses, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein of a material fact required to be stated therein in such registration statement or prospectus or preliminary prospectus or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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 Company expressly for inclusion in such registration statement, statement or prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained contained, on the effective date thereof, in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; PROVIDED, HOWEVER, that in no event shall the liability of any Holder for indemnification under this Section 7 in its capacity as a seller of Registrable Securities exceed the amount equal to the proceeds to such Holder of the securities sold in any such registration; and PROVIDED FURTHER, however, that no selling Holder shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act.

Indemnification by the Holders. Each In connection with the Shelf ------------------------------ Registration Statement in which a Holder willis participating, if Registrable Securities held such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Shelf Registration Statement or Prospectus and will indemnify, to the fullest extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors and officers officers, agents and each underwriter, if any, of the Company's securities covered by such a registration statementemployees, each person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the rules Exchange Act), and regulations thereunderthe directors, each other such Holder and each of their officers, directors agents or employees of such controlling persons, from and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) Losses arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementthe Shelf Registration Statement, prospectus, offering circular Prospectus or other document, preliminary prospectus or arising out of or based upon any omission (or alleged omission) to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information so furnished in writing by such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished Holder to the Company expressly for use in the Shelf Registration Statement or Prospectus and was relied upon by the Company in the preparation of the Shelf Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such Holder and stated upon the sale of the Registrable Securities giving rise to be specifically for use thereinsuch indemnification obligation.

Indemnification by the Holders. Each Holder willseverally agrees to indemnify and hold harmless the Company and the other selling Holders, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, and each of its their respective directors and officers (including each director and officer of the Company who signed the Registration Statement), and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (or any other than such Holder) or such underwriter selling Holder within the meaning of Section 15 of the Securities Act and Act, to the rules and regulations thereundersame extent as the indemnity contained in Section 5(a) hereof (except that any settlement described in Section 4(a)(ii) shall be effected only with the written consent of such Holder), each other but only insofar as such Holder and each of their officersloss, directors and partnersliability, and each Person controlling such Holder claim, damage or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising expense arises out of or is based on upon (i) any untrue statement (or omission, or alleged untrue statement) of statements or omissions, made in a material fact contained in any such registration statement, prospectus, offering circular or other document, Registration Statement (or any omission amendment thereto) or any Prospectus (or alleged omissionany amendment or supplement thereto) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such selling Holder and stated to be specifically expressly for use thereinin such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto), or (ii) such Holder's failure to deliver a Prospectus to any purchaser of Registrable Securities where such a delivery obligation was applicable to such Holder's sale of Registrable Securities and such Holder had been provided with sufficient copies of such Prospectus for the relevant deliveries thereof. In no event shall the liability of any Holder under this Section 4(b) be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder willagrees, if Registrable Securities held severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by him are included in the securities as to which such registrationlaw, qualification or compliance is being effected, indemnify the Company, each of its directors directors, officers, employees, stockholders and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct) against any losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses liabilities and liabilities expense (or actions in respect thereofincluding reasonable attorney fees) arising out of or based on resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto and will reimburse the Company, each of its directors and directors, officers, each underwriter or control Personemployees, each other Holder stockholders and each person who controls the Company (within the meaning of their officers, directors and partners and each Person controlling such Holder or other stockholder the Securities Act) for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, loss, damage, damage or liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission action in respect thereof). In no event shall the liability of a Holder be greater in amount than the dollar amount of the proceeds (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company net of all expense paid by such Holder and stated in connection with any claim relating to be specifically for use thereinthis Section 6) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder of the Holders will, if Registrable Securities held by him it are included in the securities as to which such registration, qualification or compliance Registration Statement is being effected, severally and not jointly, indemnify the Company, each of its directors and officers officers, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls "controls" the Company (other than such Holder) or such underwriter within the meaning of SEC Rule 405 under the Securities Act, Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersExchange Act, and each Person controlling such Holder or other stockholderHolder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) Claims arising out of or based on (i) any untrue statement (actual or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other documentfact, or any omission (or alleged omission) to state therein omission of a material 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, or other offering document based solely upon written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein, or (ii) any untrue statement or omission of a material fact required to make such statement not misleading in 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 the Company, each of its directors and directors, officers, each underwriter partners, members or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Persons for any legal or any other expenses reasonably incurred in connection with investigating or and defending any such claim, loss, damage, liability or actionClaim, in each the case of subsection (i) above 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 statementthe Registration Statement, prospectus, offering circular memorandum or other document 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; provided, however, that, to the extent permitted by law, the several obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him are included selling shares in the securities as a Registration agrees to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and directors, officers and agents and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and or the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderExchange Act) the Company, against all any losses, claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon on and in conformity with written the information or affidavit with respect to such Holder so furnished in writing by such Holder expressly for use in the registration statement or prospectus; provided, that the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.04(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such Holder and stated its Affiliates, (ii) the name and address of such Holder and (iii) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be specifically for use thereindisclosed in any such document.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effectedRegistration Statement, indemnify and hold harmless the Company, each of its directors and officers directors, its officers, and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, and the rules and regulations thereunderany other Holder selling securities under such Registration Statement or any of such other Holder's partners, each other such Holder and each of their directors or officers, directors and partnersif any, and each Person controlling who control such Holder or other stockholderHolder, against all any losses, claims, losses, damages, liabilities or expenses (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), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such the Registration Statement for registration statement, prospectus, offering circular or other documentof the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but extent (and only to the extent) that such losses, that claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, prospectus, offering circular or other document therein in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically expressly for use thereinin connection with such registration.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, severally and not jointly shall indemnify the Companyand hold harmless First Avenue, each of its directors and officers and officers, each underwriterperson, if any, who controls First Avenue within the meaning of Section 15 of the Company's securities covered by such a registration statement1933 Act, and each person who controls the Company agent and any underwriter (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder0000 Xxx) for First Avenue against any losses, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, damages or liabilities, joint or several, to which First Avenue or any such director, officer, controlling person, agent or underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions proceedings in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such the registration statement, prospectus, offering circular or other document, statement or any preliminary or final prospectus included therein (including any free-writing prospectus filed under Rule 424 under the 1933 Act or any amendments or supplements thereto) or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the case of any prospectus, in light of the circumstances under which they were made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such the registration statement, preliminary or final prospectus, offering circular or other document amendments or supplements thereto, in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred by First Avenue or any such director, officer, controlling person, agent or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder; provided, further, that the aggregate liability of each Holder hereunder shall be limited to an amount equal to the Company net proceeds (after deducting any underwriting or broker’s discounts or commissions but before deducting expenses) received by such Holder and stated to be specifically for use thereinfrom the sale of Registrable Stock covered by such registration statement.

Indemnification by the Holders. Each Holder willThe Company may require, if as a condition to including any Registrable Securities held by him are included in any registration statement filed in accordance with Article 4, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable Securities to indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in Section 4.5(a)) the Company, each of its directors all other Holders and officers and each any prospective underwriter, if anyas the case may be, and any of their respective Affiliates, directors, officers, general and limited partners, members and managing members and controlling Persons, with respect to any statement or alleged statement in or omission or alleged omission from such Registration Statement, any Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Company's securities covered by such a registration statement, each person who controls the Company (other than such HolderSecurities Act) or any amendment thereof or supplement thereto, if such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular statement or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder and stated to be specifically expressly for use thereinin the preparation of such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto, or a document incorporated by reference into any of the foregoing; provided, however, that each Holder’s obligation to indemnify hereunder shall be several, not joint and several, and each Holder’s aggregate liability hereunder and under Section 4.5(e) with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective affiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such Holder.

Indemnification by the Holders. Each Holder of the Holders will, if Registrable Securities held by him it are included in the securities as to which such registration, qualification or compliance Registration Statement is being effected, severally and not jointly, indemnify the Company, each of its directors and officers officers, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls "controls" the Company (other than such Holder) or such underwriter within the meaning of SEC Rule 405 under the Securities Act, Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersExchange Act, and each Person controlling such Holder or other stockholderHolder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) Claims arising out of or based on (i) any untrue statement (actual or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other documentfact, or any omission (or alleged omission) to state therein omission of a material 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, or other offering document based solely upon written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein, or (ii) any untrue statement or omission of a material fact required to make such statement not misleading in 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 the Company, each of its directors and directors, officers, each underwriter partners, members or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Persons for any legal or any other expenses reasonably incurred in connection with investigating or and defending any such claim, loss, damage, liability or actionClaim, in each the case of subsection (i) above to the extent, but only to the extentextent as to, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementthe Registration Statement, prospectus, offering circular memorandum or other document 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; provided, however, that the several obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers directors, its officers, its stockholders and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors, managers, officers, stockholders or members or any person who controls such Holder, against any losses, claims, damages or liabilities to which the rules and regulations thereunderCompany or any such Company director, each officer or controlling person, underwriter or other such Holder, or partner, director, manager, officer, stockholder or member or controlling person of such other Holder and each of their officersmay become subject under the Securities Act, directors and partners, and each Person controlling such Holder the Exchange Act or other stockholderfederal or state law, against all insofar as such losses, claims, losses, damages, expenses and damages or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use thereinin connection with such registration; and each such Holder will pay as incurred any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director, manager, stockholder or member or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of each such Holder, which consent shall not be unreasonably withheld; provided further, that the obligation to indemnify shall be individual, not joint and several, for each such Holder and that in no event shall any indemnity under this Section 2.7 exceed the net proceeds from the offering received by such Holder.

Indemnification by the Holders. Each Holder willholder of Registrable Securities, if Registrable Securities held by him are included in the securities as to which such registrationseverally and not jointly, qualification or compliance is being effected, will (i) indemnify and hold harmless the Company, each the Guarantors, and all other holders of its directors and officers and each underwriterRegistrable Securities, if anyagainst any losses, of claims, damages or liabilities to which the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) Guarantors or such underwriter within the meaning other holders of Registrable Securities may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus, offering circular ” as defined in Rule 433) contained therein or other documentfurnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by 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; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as agrees to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each present or past member of its directors the Board, each past or present officer, employee, agent and officers investment adviser of the Company and each underwriterother Person, if any, who Controls any of the Company's securities covered foregoing, together with the members, partners, officers, directors, trustees, stockholders, employees, agents and investment advisers of such Controlling Person against any losses, claims, damages, and expenses (including, without limitation, reasonable attorneys’ fees), 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 (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based 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 Shelf Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information provided by such a registration statementHolder, each person who controls the Company or (other than such Holderii) or such underwriter within the meaning any violation of the Securities Act or state securities laws or rules thereunder by such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the rules Company or any such Board member, officer, employee, agent, investment adviser or Controlling Person and regulations thereunder, each other shall survive the transfer of such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on securities by any untrue statement (or alleged untrue statement) Holder. The obligation of a material fact contained in Holder to indemnify will be several and not joint, among the Holders of Registrable Securities. The liability of any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omissionHolder pursuant to this Section 5(b) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionmay, in each case to no event, exceed the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company net proceeds received by such Holder and stated from sales of Registrable Securities giving rise to be specifically for use thereinthe indemnification obligations of such Holder.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or and control Personperson, each other Holder and each of their officers, directors and partners and each Person person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him or issuable to such Holder are included in the securities as to which such registration, qualification or compliance a registration is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersAct, and each Person other Holder, each of such other Holder’s officers and directors and each person controlling such Holder or other stockholderHolder, against all claims, losses, damages, costs, expenses and liabilities of any nature whatsoever (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement or other documentthat prospectus incident to any such registration, or arising out of or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act or any state securities law or of any rule or regulation promulgated under the Securities Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, and will reimburse the Company, each of its directors such other Holders, and officerssuch directors, each underwriter or control Person, each officers and other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, cost, expense, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular Registration Statement or other document prospectus in reliance upon and in conformity with written information furnished to the Company by such indemnifying Holder and stated to be specifically for use therein, except that the foregoing indemnity agreement 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 the preliminary prospectus but eliminated or remedied in the Final Prospectus, such indemnity agreement shall not inure to the benefit of the Company or any Holder if a copy of the Final Prospectus was furnished to the person or entity asserting the claim, loss, damage, cost, expense, liability or action at or prior to the time such action was required by the Securities Act, provided, however, that the indemnity agreement contained in this Section 2.4(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Section 2.4(b) or 2.4(d) exceed the aggregate proceeds received in respect of the Registrable Securities sold by such Holder under such Registration Statement.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained contained, on the effective date thereof, in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that in no event shall the liability of any Holder for indemnification under this Section 8 in its capacity as a seller of Registrable Securities exceed the amount equal to the proceeds to such Holder of the securities sold in any such registration; and provided further, however, that no selling Holder shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effectedRegistration Statement, indemnify and hold harmless the Company, each of its directors and officers directors, its officers, and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, and the rules and regulations thereunderany other Holder selling securities under such Registration Statement or any of such other Holder's partners, each other such Holder and each of their directors or officers, directors and partnersif any, and each Person controlling who control such Holder or other stockholderHolder, against all any losses, claims, losses, damages, liabilities or expenses (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), severally, to which the Company or any such director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any such the Registration Statement for registration statement, prospectus, offering circular or other documentof the Registrable Securities, or final prospectus contained therein or any amendments or supplements thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but extent (and only to the extent) that such losses, that claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, prospectus, offering circular or other document therein in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically expressly for use thereinin connection with such registration; provided, however, that in no event shall any indemnity under this Section 2.9 exceed the net proceeds from the offering received by such Holder.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification qualification, or compliance is being effected, indemnify the Companyand hold harmless SumTotal, each of its directors directors, officers, partners, legal counsel, and officers accountants and each underwriter, if any, of the Company's SumTotal’s securities covered by such a registration statement, each person who controls the Company (other than such Holder) SumTotal or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunderAct, each other such Holder Holder, and each of their officers, directors directors, and partners, and each Person person controlling such Holder or other stockholderHolder, against all claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) arising out of or based on on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular circular, or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the CompanySumTotal and such Holders, each of its directors and directors, officers, each underwriter partners, legal counsel, and accountants, persons, underwriters, or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular circular, or other document in reliance upon and in conformity with written information furnished to the Company SumTotal by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 5.6(b) exceed the net proceeds from the offering received by such Holder; and provided, further, that the obligation under this Section 5.6(b) shall be individual and not joint and several and shall apply only to the extent that an untrue statement or omission was contained in written information furnished by such holder.

Indemnification by the Holders. Each Holder willThe Company may require, if as a condition to including any Registrable Securities held by him are included in any registration statement filed pursuant to Section 3 hereof, that the securities as Company shall have received an undertaking reasonably satisfactory to which such registrationit from each Participating Broker-Dealer selling Exchange Notes during the Applicable Period and from each Holder, qualification or compliance is being effectedseverally and not jointly, to (i) indemnify and hold harmless the Company, each of its directors and officers and each underwriterall other Holders, if anyagainst any losses, of the Company's securities covered by such a registration statementclaims, each person who controls damages or liabilities to which the Company (other than such Holder) or such underwriter within other Holders may become subject, under the meaning of the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentsummary prospectus contained therein or furnished by the Company to any such Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically 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; provided, however, that no such Holder shall be required to undertake liability to any Person under this Section 7(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Holder from the sale of such Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors officers, directors, partners, employees, agents, attorneys and officers consultants, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors directors, partners, employees, agents, attorneys and partnersconsultants, and each Person controlling such Holder or other stockholderHolder, against all claims, losses, damages, expenses and liabilities liabilities, joint and several (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, directors, partners, employees, agents, attorneys and consultants, each underwriter underwriter, each Person who controls the Company (other than such Holder) or control Personsuch underwriter, each other Holder and each of their officers, directors directors, partners, employees, agents, attorneys and partners consultants and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in or omitted from such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder and expressly stated to be specifically for use therein; PROVIDED, HOWEVER, that the liability of any such Holder under this Section 7.2, shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him are included joining in the securities as to which such registration, qualification or compliance is being effected, registration will indemnify and hold harmless the Company, each of its directors and directors, each of its officers and who has signed the registration statement, each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act Act, any underwriter and the rules and regulations thereunder, each other any controlling person of any such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderunderwriter, against all any losses, claims, losses, damages, expenses and or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereofthereto) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document Violation occurs in reliance upon and in conformity with written information (including, without limitation, written negative responses to inquiries) furnished to the Company by such Holder expressly for use in connection with such registration; and stated each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be specifically for use thereinindemnified pursuant to this Section 1.9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that in no event shall any indemnity under this Section 1.9(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder; provided, further, that the indemnity under this Section 1.9(b) shall not be deemed to relieve any underwriter of any of its due diligence obligations.

Indemnification by the Holders. Each Electing Holder willagrees, if severally and not jointly, to (i) indemnify and hold harmless the Company and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company or such other holders of Registrable Securities held by him are included in the securities as to which such registrationmay become subject, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentfree writing prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Electing Holder and stated to be specifically 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; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder will, if Registrable ------------------------------ Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, and each of its directors officers, directors, legal counsel and officers accountants, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Act or any state securities laws applicable to the Holder and relating to action or inaction required by the Holder in connection with any such registration, qualification or compliance, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder indemnified person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by or on behalf of such Holder and stated to be specifically for use therein. Each Holder shall also indemnify and hold harmless any underwriter of the Registrable Securities, their officers, directors, partners, members and agents and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 5.2; provided, however, that in no event -------- ------- shall any indemnity obligation under this Section 5.2 exceed the dollar amount of the net proceeds actually received by such Holder from the sale of Registrable Securities which gave rise to such indemnification obligations under such registration statement or prospectus.

Indemnification by the Holders. Each Holder will, if of shares of Registrable Securities held by him that are included in a Registration Statement pursuant to the securities as provisions of this Agreement, severally and not jointly, to which such registrationthe extent permitted by law, qualification or compliance is being effected, will indemnify and hold harmless the Company, each of its directors and officers and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct, each other officer of the Company who signs such Holder Registration Statement, each director of the Company, each underwriter and any person who controls the underwriter and each of their officers, directors successors from and partnersagainst, and each Person will reimburse the Company and such officer, director, underwriter or controlling such Holder or other stockholderperson with respect to, against any and all claims, actions, demands, losses, damages, liabilities, costs or expenses and liabilities (to which the Company or actions in respect thereof) arising such officer, 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 arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in such Registration Statement, any such registration statement, prospectus, offering circular prospectus contained therein or other documentany amendment or supplement thereto, or any arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling ; provided that such Holder or other stockholder for any legal or any other expenses reasonably incurred will be liable in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the 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, offering circular or other document in reliance upon and in strict conformity with written information furnished to the Company by such Holder and stated to be specifically for use thereinin the preparation thereof. The liability of each Holder under this Section 5(b) shall be limited to the 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 shares of 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 Holder from the sale of shares of Registrable Securities covered by the Registration Statement. It is agreed that this indemnity shall not apply to amounts paid in settlement of any such claim, action, demand, loss, damage, liability, cost or expense if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably withheld). This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder, underwriter or any such director, officer, partner, member, agent or controlling person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each In connection with any Registration Statement in which a Holder willis participating, if Registrable Securities held by him are included in the securities as each Holder (severally and not jointly) agrees to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers and each underwriter, if any, Controlling Persons of the Company's securities covered by such a registration statement, each person who controls and the respective officers, directors, partners, members, managers, representatives, employees, and agents of the Company (other than such Holder) or such underwriter within the meaning Controlling Persons of the Securities Act and Company to the rules and regulations thereundersame extent as the foregoing indemnity from the Company to each Purchaser Indemnitee, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder but only with reference to (i) untrue statements or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (omissions or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular statements or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is omissions made in such registration statement, prospectus, offering circular or other document in reliance upon and in strict conformity with written information relating to such Holder furnished to the Company in writing by or on behalf of the Holder expressly for use in any Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary Prospectus, and (ii) any sales by the Holder after the delivery by the Company to the Holder of a notice to cease making offers as described in Section 4(d) and before the delivery by the Company of notice regarding the end of such cessation. If the Holder elects to include Registrable Securities in an Underwritten Offering, the Holder shall be required to agree to such customary indemnification provisions as may reasonably be required by the underwriter in connection with such Underwritten Offering. In no event shall any Holder be responsible for Liabilities under this Agreement to the Company or Controlling Persons of the Company or the respective officers, directors, partners, members, managers, representatives, employees and agents of the Company or Controlling Persons of the Company in excess of the net proceeds received by such Holder and stated as a result of the sale of Registrable Securities pursuant to such Registration Statement, or amounts paid in settlement of any Liabilities if such settlement is effected without the consent of the Holder (which consent shall not be specifically for use thereinunreasonably withheld).

Indemnification by the Holders. Each Holder of the Holders will, severally and not jointly, if Registrable Securities held by him it are included in the securities as to which such registration, qualification or compliance Registration Statement is being effected, indemnify and hold harmless the Company, each of its directors and officers officers, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls “controls” the Company (other than such Holder) or such underwriter within the meaning of SEC Rule 405 under the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all claims, losses, damages, expenses and liabilities Claims (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or actions in respect thereofreview) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other documentfact, or any omission (or alleged omission) to state therein a material 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, or other offering document made by or on behalf of such Holder, and will reimburse the Company, each of its directors and directors, officers, each underwriter partners, members or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Persons for any legal or any other expenses reasonably incurred in connection with investigating or and defending any such claim, loss, damage, liability or actionClaim, 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 statementthe Registration Statement, prospectus, offering circular prospectus or other document in reliance upon and in conformity with written information furnished to the Company by such Holder or its authorized agent and stated to be specifically for use therein; provided, however, that the obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Holders. Each Electing Holder willagrees, if as a consequence of the inclusion of any of such holder’s Registrable Securities held by him are included in the securities as any Shelf Registration Statement, severally and not jointly, to which such registration, qualification or compliance is being effected, (i) indemnify and hold harmless the Company, each of its directors and directors, officers who sign such Shelf Registration Statement and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of either Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderExchange Act, against all 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, damagesclaims, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Shelf Registration Statement or other documentProspectus, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information relating to such holder furnished to the Company by or on behalf of such Holder and stated to be specifically holder expressly for use thereintherein and (ii) reimburse the Company and its directors and officers who sign such Shelf Registration Statement for any reasonable legal or other expenses reasonably incurred by the Company and such directors and officers in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, severally and not jointly, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder shareholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and expressly stated to be specifically for use therein; PROVIDED, HOWEVER, that the liability of any such Holder under this Section 6.2 shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

Indemnification by the Holders. Each Electing Holder willagrees, if severally and not jointly, to (i) indemnify and hold harmless the Company and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company or such other holders of Registrable Securities held by him are included in the securities as to which such registrationmay become subject, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentfree writing prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Electing Holder and stated to be specifically 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; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder willof shares of Registrable Securities, if Registrable Securities held by him severally and not jointly, which shares are included in a registration pursuant to the securities as provisions of this Agreement, to which such registrationthe extent permitted by law, qualification or compliance is being effected, will indemnify and hold harmless the Company, each of its directors and officers and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct, each other officer of the Company who signs the Registration Statement including such Holder Registrable Securities, each director of the Company, each underwriter and any person who controls the underwriter and each of their officers, directors successors from and partnersagainst, and each Person will reimburse the Company and such officer, director, underwriter or controlling such Holder or other stockholderperson with respect to, against any and all claims, actions, demands, losses, damages, liabilities, costs or expenses and liabilities (to which the Company or actions in respect thereof) arising such officer, 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 arise out of or are based on upon any untrue statement (or alleged untrue statement) of a any material fact contained in such Registration Statement, any such registration statement, prospectus, offering circular prospectus contained therein or other documentany amendment or supplement thereto, or any arise out of or are based upon the omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling ; provided that such Holder or other stockholder for any legal or any other expenses reasonably incurred will be liable in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the 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, offering circular or other document in reliance upon and in strict conformity with written information furnished to the Company by such Holder and stated to be specifically for use thereinin the preparation thereof. The liability of each Holder under this Section shall be limited to the 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 shares of 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 Holder from the sale of shares of Registrable Securities covered by the Registration Statement. It is agreed that this indemnity shall not apply to amounts paid in settlement of any such claim, action, demand, loss, damage, liability, cost or expense if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably withheld). This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder, underwriter or any such director, officer, partner, member, agent or controlling person and shall survive the transfer of such securities by such Holder.

Indemnification by the Holders. Each Holder will, if In the event of a registration of any of the Registrable Securities held by him are included in under the securities as Securities Act pursuant to which such registration, qualification or compliance is being effected, indemnify the CompanySections 2.1 and 2.2, each Holder of Registrable Securities covered by such Registration Statement, severally and not jointly, will indemnify and hold harmless the Company and its directors affiliates, directors, officers, agents and officers employees and each underwriterPerson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderaffiliates, directors, officers, agents or employees of such controlling Persons, each other such Holder and each of their officers, directors and partners, underwriter and each Person controlling such Holder or other stockholderwho controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, damagesclaims, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in the Registration Statement under which such Registrable Securities were registered pursuant to Sections 2.1 or 2.2 hereof, any such registration statement, prospectus, offering circular preliminary prospectus or other documentfinal prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case, to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Holder, furnished in writing to the Company by such Holder specifically for use in such Registration Statement or prospectus, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder Company and each of their officerssuch officer, directors director, underwriter and partners and each controlling Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, loss, damage, liability or action; provided, in however, that the liability of each case Holder hereunder shall be limited to the extentproportion of any such loss, but only claim, damage, liability or expense which is equal to the extent, proportion that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, the public offering circular or other document in reliance upon and in conformity with written information furnished to price of the Company shares sold by such Holder and stated under such Registration Statement bears to be specifically for use thereinthe total public offering price of all securities sold thereunder, but not in any event to exceed the proceeds received by such Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by the Holders. Each Holder willof Registrable Shares, if severally and not jointly, which Registrable Securities held by him Shares are included in a registration pursuant to the securities as to which such registrationprovisions of this Agreement, qualification or compliance is being effected, will indemnify and hold harmless the Company, each of its directors and officers and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunderAct, each other officer of the Company who signs the Registration Statement including such Holder Registrable Shares, each director of the Company, each underwriter and any person who controls the underwriter and each of their officers, directors successors from and partnersagainst, and each Person will reimburse the Company and such officer, director, underwriter or controlling such Holder or other stockholderperson with respect to, against any and all claims, actions, demands, losses, damages, liabilities, costs or expenses, as incurred, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses and liabilities (or actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a any material fact contained in such Registration Statement, any such registration statement, prospectus, offering circular prospectus contained therein or other documentany amendment or supplement thereto, or any arise out of or are based upon the omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they are made, not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling ; provided that such Holder or other stockholder for any legal or any other expenses reasonably incurred will be liable in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that any such claim, action, demand, loss, damage, liability, cost or expense arises primarily out of or is based primarily upon an untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in strict conformity with written information furnished by such Holder specifically for use in the preparation thereof. The liability of each Holder under this Section shall be limited to the Company 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 Shares 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 net proceeds received by such Holder from the sale of Registrable Shares covered by such Registration Statement. This indemnity shall survive the transfer of such securities by such Holder and stated to be specifically for use thereinthe underwriter.

Indemnification by the Holders. Each Holder willshall, separately and not jointly, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effectedeffected pursuant to this Agreement, indemnify the Company, each of its directors and officers officers, and each underwriterperson who controls (within the meaning of Section 15 of the Securities Act) the Company, each underwriter thereof, if any, of the Company's securities covered by such a registration statement, and each person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act Act) any such underwriter, and the rules and regulations thereundereach other Holder, each other such Holder and each of their its directors, officers, directors stockholders, members and partners, and each Person controlling person who controls (within the meaning of Section 15 of the Securities Act) such Holder or other stockholderHolder, against all expenses, claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will such Holder shall reimburse the Company, each of its directors and officers, and each person who controls the Company, each underwriter or control Personand each person who controls such underwriter, and each other Holder, each other Holder of its directors, officers and partners, and each of their officersperson who controls such other Holder, directors for all legal and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating investigating, preparing or defending any such claim, loss, damage, liability or action, 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) omission is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the liability of a Holder for indemnification under this Section 10(b) shall not exceed the gross proceeds from the offering received by such Holder.

Indemnification by the Holders. Each Holder willhereby agrees, if Registrable Securities held and by him are included requesting registration of Designated Shares, each Holder agrees, that in connection with each registration statement effected pursuant hereto in which Common Stock issued upon exercise of all or any portion of the securities as Warrants (the "Holder Common Stock") is to which such registrationbe disposed of, qualification or compliance is being effectedeach of the participating Holders shall, severally but not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors other selling Holder and officers their respective directors, officers, agents and each underwriter, if any, of the Company's securities covered by such a registration statement, employees and each person who controls the Company and each other selling Holder (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules Exchange Act) and regulations thereunderthe managing underwriter if any, each other such Holder and its directors, officers, agents. and employees and each person who controls such underwriter (within the meaning of their officersthe Securities Act and Exchange Act), directors and partnersin each case against any losses, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, liabilities and expenses and liabilities (or actions in respect thereof) arising out of or based on resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein of a material fact required to be stated therein in such registration statement or prospectus or preliminary prospectus or necessary to make the statements therein not misleading, and to the extent that such untrue statement or omission is contained in any information furnished by such folder to the Company expressly for inclusion in such registration statement or prospectus; provided that each Holder will reimburse not be liable to the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending Company to the extent that any such claim, loss, damage, damage or liability arises out of or action, in each case to the extent, but only to the extent, that such is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance based upon and in conformity with written information furnished to a Holder by an instrument duly executed by the Company by such Holder and stated to be specifically for use therein.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statementofficers, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersAct, and each Person other Holder, each of such other Holder's officers and directors and each person controlling such Holder or other stockholderHolder, against all claims, losses, damages, costs, expenses and liabilities of any nature whatsoever (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other documentdocuments (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Act or any state securities law or of any rule or regulation promulgated under the Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification or compliance, and will reimburse the Company, each of its directors and officerssuch other Holders, each underwriter such directors, officers or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, cost, expense, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by such Holder and stated to be specifically for use therein, except that the foregoing indemnity agreement 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 the preliminary prospectus but eliminated or remedied in the Final Prospectus, such indemnity agreement shall not inure to the benefit of the Company or any Holder if a copy of the Final Prospectus was furnished to the person or entity asserting the claim, loss, damage, cost, expense, liability or action at or prior to the time such action is required by the Act. In no event shall the indemnity under this Section 4.7(b) exceed the gross proceeds from the offering received by such Holder.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registrationregistration statement or Prospectus, qualification or compliance is being effectedseverally and not jointly, indemnify and hold harmless the Company, each of its directors and officers and each all other Holders or any prospective underwriter, if anyas the case may be, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each any of their respective Affiliates, directors, officers, directors members, managers, partners and partnersControlling Persons (collectively, and each Person controlling such Holder or other stockholderthe “Company Indemnified Parties”), against all claims, losses, damages, Claims and expenses and liabilities (or actions in respect thereof) arising out of or based on on: any untrue statement (or alleged untrue statement) of a material fact contained in a Registration Statement, Prospectus or Issuer Free Writing Prospectus (or any such registration statementamendment or supplement thereto), prospectus, offering circular or other documentincluding all documents incorporated therein by reference, or any omission (or alleged omission) to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements therein not misleading, and in light of the circumstances under which they were made, or based on any violation or alleged violation by the Holder (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities laws, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law. The Holder will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder Company Indemnified Party for any legal or reasonable fees and disbursements of counsel and any other reasonable out-of-pocket expenses reasonably incurred in connection with investigating and defending or defending settling any such claim, loss, damage, liability or actionClaim, in each the case of the foregoing), 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, prospectusProspectus, offering circular or other document 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 aggregate liability of each selling Holder of Registrable Securities hereunder shall be limited to the gross proceeds after underwriting discounts and commissions received by such selling Holder from the sale of Registrable Securities covered by such registration statement giving rise to such indemnification obligation.

Indemnification by the Holders. Each Holder willholder of Securities, if Registrable Securities held by him are included in the securities as to which such registrationseverally and not jointly, qualification or compliance is being effected, will (i) indemnify and hold harmless the Company, each the Guarantors, and all other holders of its directors and officers and each underwriterRegistrable Securities, if anyagainst any losses, of claims, damages or liabilities to which the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) Guarantors or such underwriter within the meaning other holders of Registrable Securities may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus, offering circular ” as defined in Rule 433) contained therein or other documentfurnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by 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; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each Holder willHolder, severally and not jointly, shall, if Registrable Securities held by him or issuable to such Holder are included in the securities as to which such registration, qualification or compliance a registration is being effected, indemnify the CompanyParent, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter Parent within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersAct, and each Person other Holder, each of such other Holder's officers and directors and each person controlling such Holder or other stockholderHolder, against all claims, losses, damages, costs, expenses and liabilities of any nature whatsoever (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular Registration Statement or other documentthat prospectus incident to any such registration, or arising out of or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act or any state securities law or of any rule or regulation promulgated under the Securities Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, and each Holder will reimburse the CompanyParent, each of its directors such other Holders, and officerssuch directors, each underwriter or control Person, each officers and other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, cost, expense, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) concerns the Holder and is made in such registration statement, prospectus, offering circular Registration Statement or other document prospectus in reliance upon and in conformity with written information furnished to the Company Parent in an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, any indemnification by each Holder pursuant to the foregoing is subject to the condition that, insofar as any such claim, loss, damage, cost, expense, liability or action arises out of or is based on any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the Final Prospectus, any such indemnification by a Holder shall not inure to the benefit of Parent or any other Holder if a copy of the Final Prospectus was furnished to the person or entity asserting the claim, loss, damage, cost, expense, liability or action at or prior to the time such action was required by the Securities Act. The liability of any Holder under this Section 4.2 shall be limited in respect of any Registration Statement to an amount equal to the aggregate proceeds received in respect of the Registrable Securities sold by such Holder under such Registration Statement.

Indemnification by the Holders. Each Holder will, if holder of Registrable Securities held by him which are included or are to be included in any registration statement filed in connection with this Agreement, as a condition to including Registrable Securities in such registration statement, shall, to the securities as to which such registrationfull extent permitted by law, qualification or compliance is being effectedseverally and not jointly, indemnify and hold harmless the Company, each of its directors and officers officers, and each underwriterother Person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all claimsany Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, losses, damages, expenses and liabilities insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statement, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained therein, or any amendment or supplement thereto, or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that if such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished or confirmed in writing by such holder of Registrable Securities to the Company; provided, however, that in no event shall any indemnity provided by a Holder under this Section 7(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 the Company or any such director, officer, member, partner, trust beneficiaries, shareholder or controlling Person and shall survive the transfer of such securities by such Holder and stated pursuant to be specifically for use thereinSection 14(g) of this Agreement.

Indemnification by the Holders. Each Holder will, severally and not jointly with any other Holder, if Registrable Securities held by him or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and who sign such registration statement, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, and the rules and regulations thereundereach other Holder, each of such other such Holder and each of their Holder's officers, directors and partners, partners and each Person person controlling such Holder or other stockholderHolder, against all claims, losses, damages, costs, expenses and liabilities whatsoever (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other documentdocuments (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and such other Holders, such directors, officers, each underwriter partners, persons or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, cost, expense, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in (or omitted from) such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the foregoing indemnity agreement 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 (or omitted from) the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement becomes effective or the amended prospectus filed with the SEC pursuant to Rule 424(b) of the General Rules and Regulations promulgated under the Securities Act (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the Final Prospectus was furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act; and provided, further, the total amount for which any Holder shall be liable under this Section 1.7(b) shall not in any event exceed the aggregate net proceeds received by such Holder from the sale of Registrable Securities held by such Holder in such registration.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effectedeffected pursuant to terms hereof, severally but not jointly, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act Act, and the rules and regulations thereunder, each other person selling the Company's securities covered by such Holder registration statement, and each of their officersthe Representatives of the foregoing parties, directors and partners, and each Person person controlling such Holder or other stockholderpersons within the meaning of the Securities Act, against all claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification or compliance, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein.; provided, however, that the indemnity contained herein shall not apply to amounts paid in settlement of any claim, loss, damage,

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, (i) indemnify the Company, each of its directors officers, directors, partners, employees, agents, attorneys and officers consultants, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and or the rules and regulations thereunderExchange Act, each other such Holder and each of their its officers, directors directors, partners, employees, agents, attorneys and partnersconsultants, and each Person controlling such Holder within the meaning of the Securities Act or other stockholderthe Exchange Act, against all claims, losses, damages, expenses and liabilities liabilities, joint and/or several, (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (ii) reimburse the Company, each of its directors and officers, directors, partners, employees, agents, attorneys and consultants, each underwriter underwriter, each such Person who controls the Company (other than such Holder) or control Personsuch underwriter, each other Holder and each of their its officers, directors directors, partners, employees, agents, attorneys and partners consultants and each such Person controlling such Holder or other stockholder for any legal or and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case under clause (i) or (ii) above, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in or omitted from such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder and expressly stated to be specifically for use therein; PROVIDED, HOWEVER, that the liability of any such Holder under this Section 7.2, shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

Indemnification by the Holders. Each Holder will, severally and not jointly, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's ’s securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, and each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder stockholder, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate net proceeds received by such Holder from the sale of its Registrable Securities (after deducting any Selling Expenses).

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained contained, on the effective date thereof, in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; PROVIDED, HOWEVER, that in no event shall the liability of any Holder for indemnification under this Section 5 in its capacity as a seller of Registrable Securities exceed the amount equal to the proceeds to such Holder of the securities sold in any such registration; and PROVIDED FURTHER, however, that no selling Holder shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act.

Indemnification by the Holders. Each Holder will, if Registrable ------------------------------ Securities held by him or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partnersAct, and each Person other Holder, each of such other Holder's officers and directors and each person controlling such Holder or other stockholderHolder, against all claims, losses, damages, costs, expenses and liabilities of any nature whatsoever (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other documentdocuments (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and such other Holders, such directors, officers, each underwriter persons or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder underwriters for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, cost, expense, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by such Holder and stated to be specifically for use therein, except that the foregoing indemnity agreement 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 the preliminary prospectus but eliminated or remedied in the Final Prospectus, such indemnity agreement shall not inure to the benefit of the Company or any underwriter or any Holder, if there is no underwriter, if a copy of the Final Prospectus was furnished to the person or entity asserting the claim, loss, damage, cost, expense, liability or action at or prior to the time such action is required by the Act. In no event shall the indemnity under this Section 4.7(b) exceed the gross proceeds from the offering received by such Holder.

Indemnification by the Holders. Each Holder will, if to the extent Registrable Securities held by him or it are included in the securities as to which such registration, qualification or compliance is being effectedRegistration Statement, indemnify the CompanyParent, each of its directors and directors, officers and employees and each underwriterother person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter Parent within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderAct, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statementRegistration Statement, prospectusProspectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by such Holder of the Securities Act or any rule or regulation thereunder applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, qualification or compliance, and will reimburse the CompanyParent, each of its directors directors, officers and officers, each underwriter or control Person, employees and each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case with respect to any such alleged or actual untrue statement of a material fact or alleged or actual omission to state a material fact 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 statementRegistration Statement, prospectusProspectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Parent by such Holder and stated to be specifically for use therein.

Indemnification by the Holders. Each Electing Holder willagrees, if severally and not jointly, to (i) indemnify and hold harmless the Company and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company or such other holders of Registrable Securities held by him are included in the securities as to which such registrationmay become subject, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusor any preliminary, offering circular final or other documentfree writing prospectus contained therein or furnished by the Company to any such Electing Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Electing Holder and stated to be specifically 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; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the net proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. Each To the full extent permitted by law, each Holder will, if selling Registrable Securities held by him are included pursuant to a registration provided in the securities as to which such registrationthis Agreement, qualification or compliance is being effectedseverally and not jointly, will indemnify and hold harmless the Company, its subsidiaries, its Affiliates, each of its directors directors, each of its officers, employees, agents and officers representatives, any underwriter retained by the Company and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act or the Exchange Act, any other Holder selling securities pursuant to such registration and the rules any of such other Holder's subsidiaries, Affiliates, officers, directors, employees, agents and regulations thereunder, each other such Holder representatives and each of their officers, directors successors and partners, assigns and each Person controlling person, if any, who controls such other Holder within the meaning of the Securities Act or the Exchange Act, against any Losses which are imposed on, incurred by or asserted against any such indemnified party under the Securities Act, the Exchange Act or any securities laws or other stockholderlaws of any jurisdiction, against all claimscommon law or otherwise, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionthe registration of securities provided in this Agreement, in each case to the extent, but extent (and only to the extent, ) that such Losses arise out of or are based upon an untrue statement (or alleged untrue statement) statement in, or omission (or alleged omission) is made in such omission from, a registration statementstatement or prospectus or any amendment or supplement thereto, prospectusor any Free Writing Prospectus with respect thereto, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically expressly for use therein; provided, however, that in no event shall any indemnity under this Section 7.2, together with any amounts payable under Section 7.3, exceed the net proceeds received by such indemnifying Holder from the offering out of which such Losses arise.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, severally and not jointly, indemnify the CompanyCorporation, each of its directors and officers and each underwriter, if any, of the CompanyCorporation's securities covered by such a registration statement, each person Person who controls the Company Corporation (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the CompanyCorporation, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder shareholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company Corporation by such Holder and expressly stated to be specifically for use therein; provided, however, that the liability of any such Holder under this Section 3.06(b) shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

Indemnification by the Holders. Each To the extent permitted by law, each Holder will, if Registrable Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and its legal counsel and independent accountants, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of SECTION 15 of the Securities Act Act, and the rules and regulations thereunder, each other such Holder Holder, each of its officers and directors and each of their officers, directors and partners, and each Person person controlling such Holder or other stockholderwithin the meaning of Section 15 of the Securities Act, against all claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and such Holders, such directors, officers, each underwriter legal counsel, independent accountants, underwriters or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holders hereunder shall be limited to an amount equal to the gross proceeds before expenses and commissions to each such Holder of Registrable Securities sold as contemplated herein.

Indemnification by the Holders. Each To the extent set forth in the second sentence of this Section 2.6(b), each Holder willshall, if Registrable Securities or other securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors directors, officers, employees and officers and agents, each underwriter, if any, of the Company's securities covered by such a registration statementRegistration Statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunderAct, each other such Holder and Holder, each of their such other Holder's officers, directors directors, employees, agents and partners, and each Person controlling such Holder or other stockholder, within the meaning of Section 15 of the Securities Act against all expenses, claims, losses, damages, expenses damages and liabilities (or actions in respect thereof) ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact made by the Holder and contained in any such registration statementRegistration Statement, prospectusProspectus, offering circular or other document, or any amendment or supplement thereto or incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be made by the Holder and stated therein or necessary to make the statements therein not misleadingmisleading or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company in connection with such registration, and will qualification or compliance as a result of any statement (or based on any omission to state or alleged omission) required to be made by such Holder. Each such Holder shall reimburse the Company, each of its directors and such other Holders, directors, officers, each underwriter or employees, agents, partners, Persons, underwriters and control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder persons for any legal or any other expenses reasonably incurred in connection with investigating investigating, preparing or defending any such expense, claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectusProspectus, offering circular or other document or any amendment or supplement thereto in reliance upon and in conformity with written information furnished by the Holder to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein; provided, however, that the obligations of such Holders hereunder shall be limited to an amount equal to the proceeds to each such Holder of Registrable Securities sold as contemplated herein in connection with the particular registration qualification or compliance involved.

Indemnification by the Holders. Each Holder will, if Registrable ------------------------------- Securities held by him such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors officers, directors, partners, employees, agents, attorneys and officers consultants, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors directors, partners, employees, agents, attorneys and partnersconsultants, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities liabilities, joint and several (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors officers, directors, partners, employees, agents, attorneys and officersconsultants, each underwriter or control Person, each other Holder and each of their officers, directors directors, partners, employees, agents, attorneys and partners consultants and each Person controlling such Holder or other stockholder shareholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder with respect to such Holder and expressly stated to be specifically for use therein; provided, however, that the liability of any such Holder under this Section 7.2 ----------------- ----------- shall be limited to the amount of proceeds received by such Holder in the offering giving rise to such liability.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained contained, on the effective date thereof, in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that in no event shall the liability of any Holder for indemnification under this Section 7 in its capacity as a seller of Registrable Securities exceed the amount equal to the proceeds to such Holder of the securities sold in any such registration; and provided further, however, that no selling Holder shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act.

Indemnification by the Holders. Each Electing Holder willagrees, if as a consequence of the inclusion of any of such holder’s Registrable Securities held by him are included in the securities as any Shelf Registration Statement, severally and not jointly, to which such registration, qualification or compliance is being effected, (i) indemnify and hold harmless the Company, each of its directors and directors, officers who sign such Shelf Registration Statement and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of either Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderExchange Act, against all 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, damagesclaims, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Shelf Registration Statement or other documentProspectus, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information relating to such holder furnished to the Company by or on behalf of such Holder and stated to be specifically holder expressly for use thereintherein and (ii) reimburse the Company and its directors and officers who sign such Shelf Registration Statement for any legal or other expenses reasonably incurred by the Company and such directors and officers in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification by the Holders. Each Holder will, if Registrable ------------------------------ Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or and control Personperson, each other Holder and each of their officers, directors and partners and each Person person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein.

Indemnification by the Holders. Each Electing Holder willagrees, if as a consequence of the inclusion of any of such holder's Registrable Securities held by him are included in the securities as any Shelf Registration Statement, severally and not jointly, to which such registration, qualification or compliance is being effected, (i) indemnify and hold harmless the Company, each of its directors and directors, officers who sign such Shelf Registration Statement and each underwriterperson, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of either Section 15 of the Securities Act and or Section 20 of the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholderExchange Act, against all 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, damagesclaims, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular Shelf Registration Statement or other documentProspectus, or any amendment or supplement thereto, or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information relating to such holder furnished to the Company by or on behalf of such Holder and stated to be specifically holder expressly for use thereintherein and (ii) reimburse the Company and its directors and officers who sign such Shelf Registration Statement for any legal or other expenses reasonably incurred by the Company and such directors and officers in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification by the Holders. Each Holder will, if As a condition to including any Registrable Securities held of any person or entity in any registration statement filed pursuant to Article II, each Holder of Registrable Securities, to the extent permitted by him are included law, hereby agrees to indemnify and hold harmless (in the securities same manner and to the same extent as to which such registration, qualification or compliance is being effected, indemnify set forth in subdivision (a) of this Section 5.1 the CompanyCorporation), each director of its directors and officers and the Corporation, each underwriterofficer of the Corporation, each other person, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter Corporation within the meaning of the Securities Act and the rules and regulations thereunderAct, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made selling securities in such registration statement, and any controlling Person of any such other Holder, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, offering circular final prospectus or other document summary prospectus contained therein, or any amendment or supplement thereto, if, and only if, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished in writing to the Company Corporation directly by such Holder and stated to be specifically for use therein; provided, however, that the indemnity agreement contained in this Section 5.1(b) shall not apply to amounts paid in settlement of any losses, claims, damages, liabilities or actions if such settlement is effected without the consent of the Holder; and provided, further, however, that the obligation of any Holder hereunder shall be limited to an amount equal to the net proceeds (after deduction of all underwriters discounts and commissions paid by such Holder) received by such Holder upon the sale of Registrable Securities sold in the offering covered by such registration, unless such liability arises out of or is based upon such Holder’s willful misconduct.

Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein. Anything in this Agreement to the contrary notwithstanding, Purchaser's aggregate liability for any and all claims asserted by the Company under this Agreement, including this Section 6.2, shall be the amount of proceeds received by Purchaser from the sale of any Registered Securities (net of underwriter's discounts and commissions) submitted by it for inclusion in any and all registration statements hereunder.

Indemnification by the Holders. Each Holder willThe Issuer and the Company may require, if as a condition to including any Registrable Securities held by him are included in any Shelf Registration Statement filed pursuant to Section 2.2 and to entering into any underwriting agreement with respect thereto, that the securities as Issuer and the Company shall have received an undertaking reasonably satisfactory to which them from the Holders of such registrationRegistrable Securities, qualification or compliance is being effectedseverally and not jointly, (a) to indemnify and hold harmless the Issuer, the Company, each the Initial Purchaser, all other Holders of its directors Registrable Securities and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls any of the Company foregoing persons (other than such Holder) or such underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act), against any losses, claims, damages or liabilities to which such persons may become subject, under the Securities Act and the rules and regulations thereunderor otherwise, each other insofar as such Holder and each of their officerslosses, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and damages or liabilities (or actions in respect thereof) arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectus, offering circular or other document, Shelf Registration Statement or any Prospectus contained therein or furnished or arise out of or are based upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only 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, offering circular or other document in reliance upon and in conformity with written information furnished in writing to the Issuer and the Company by such Holder and stated to be specifically expressly for use therein, and (b) to reimburse (without duplication) such persons for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Holder shall be required to undertake liability to any person under this Section 5.2 for any amounts in excess of the dollar amount of the net proceeds to be received by such Holder from the sale of such Holder's Registrable Securities pursuant to such Shelf Registration.