Common use of Indemnification by the Sellers Clause in Contracts

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under in any registration statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.7(a)) the Company, and each director of the Company, each officer of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; PROVIDED, HOWEVER, that (A) the indemnifying party shall not be liable in any such case to the extent that any such statement or omission is completely corrected (x) in the final prospectus, in the case of a preliminary prospectus, or (iiy) any omission in an amendment or alleged omission supplement to state a fact prospectus or prospectus supplement (PROVIDED, HOWEVER, that nothing in this clause (y) shall limit the indemnifying party's liability with respect to such seller required sales made prior to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse receipt by the Company from the indemnifying party of written notice of such an untrue statement or such an omission) and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that (B) the liability of each such seller will indemnifying party under this Section 2.7(b) shall be in proportion to and limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such sellerholder.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration statement filed in connection with a registration of any the Company's securities, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or supplement; provided, however, that the obligation to provide indemnification pursuant to this paragraph (iib) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this paragraph (b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 1.1 or 3.21.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under which are included or are to be included in the Shelf Registration Statement, as a condition to including Registrable Securities Act pursuant in such registration statement, shall, severally and not jointly, to Section 3.1 or 3.2the full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits Representatives, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each such controlling Person's Representatives (collectively, the "Seller Indemnitees") against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person or controlling person Seller Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement and was not corrected in a subsequent writing prior to or (ii) any omission or alleged omission to state a fact concurrently with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities to the Person asserting such Loss; provided, however, that the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this Section 7(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity holders shall remain also indemnify each other Person who participates (including as an underwriter) in full force the offering or sale of Registrable Securities, their officers and effect regardless of directors and each other Person, if any, who controls any investigation made by or on behalf such participating Person within the meaning of the Company Securities Act or the Exchange Act to the same extent as provided above with respect to the Seller Indemnitees. The indemnity in this paragraph (b) of Section 7 shall be in addition to any liability such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerholder may otherwise have.

Indemnification by the Sellers. In Each Seller agrees, as a consequence of the event inclusion of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securitiesSeller’s shares of Purchaser Common Stock in the Mandatory Registration Statement, will severally and not jointly, to (i) indemnify and hold harmless Purchaser, its directors, its officers who sign the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities Mandatory Registration Statement and each other person, if any, who controls the Company or any such participating person Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, liabilities to which the Company Purchaser or any such director, officer, employee, participating person or controlling person other persons may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoMandatory Registration Statement, or any amendment or supplement theretosupplement, if or 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 not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Purchaser by such seller expressly for use in the preparation or on behalf of such registration statementSeller, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or and (ii) any omission or alleged omission to state a fact with respect to reimburse Purchaser and such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person other persons for any legal or any other expenses reasonably incurred by them Purchaser in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each claim as such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerexpenses are incurred.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 2.1 or 3.22.2, each of the prospective sellers of such securities, will will, severally and not jointly, indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the such seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 Sections 7.1, 7.2 or 3.2, 7.6 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.12(a), the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of Xxxxxxx 00 xx xxx Xxxxxxxx Xxx) the Exchange ActCompany, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.12(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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 7.12(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus, summary prospectus or summary free writing prospectus (when taken together with the related prospectus) contained therein therein, offering circular, notification, pricing disclosure or related theretolike document, or any amendment or supplement theretoto any of the foregoing, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, free writing prospectus, amendment or supplement supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment free writing prospectus, offering circular, notification, pricing disclosure or like document relating to the Registrable Securities or in any amendment, supplement or necessary preliminary materials associated therewith are statements specifically relating to make (a) the statements therein not misleading; beneficial ownership of shares of Common Stock by such holder and its Affiliates and (b) the seller will reimburse name and address of such holder and its Affiliates. If any additional information about such holder or the Company and each such director, officer, employee, participating person and controlling person plan of distribution (other than for any legal or any other expenses reasonably incurred an underwritten offering) is specifically required by them law to be disclosed in connection with investigating or defending any such lossdocument, claim, liability, action or proceeding, provided that then such holder shall not unreasonably withhold its agreement referred to in the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement (or prospectus, as applicable).

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under in any registration statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless the Company, and each director of the Company, each officer of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActApplicable Canadian Securities Laws, and their respective directors, officers, partners, employees and affiliates, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or the Applicable Canadian Securities Laws or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings 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 any material fact contained in any registration statement under which such securities were registered under the Securities ActAct or the Applicable Canadian Securities Laws, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading; , and the seller will to reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; but only to the extent that any such loss, provided claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller, specifically stating that it is for use in the preparation thereof; provided, however, that the liability of each such seller will indemnifying party under this Section 1.7(b) shall be in proportion to and limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Partnership may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.22, that the Partnership shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless the Companyharmless, each director of the Companyseverally, each officer of the Company who shall sign such registration statementnot jointly, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities same manner and to the same extent as set forth in Section 8.1, the Partnership, the Managing General Partner, the Managing General Partners’ directors, officers, employees, agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Partnership, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Partnership by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission free writing prospectus. The Partnership and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Partnership for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any free writing prospectus related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Partnership, on the other hand, (b) the beneficial ownership of Partnership Securities by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectusthen such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 8.2. Such indemnity shall remain in full force and effect, final prospectus, summary prospectus, amendment regardless of any investigation made by or supplement on behalf of the Partnership or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each any such director, officer, employee, participating officer or controlling person and controlling person for any legal or any other expenses reasonably incurred shall survive the transfer of such Registrable Securities by them such seller. The indemnity agreement contained in connection with investigating or defending this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding, provided that proceeding if such settlement is effected without the liability consent of each such seller will (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in proportion to and limited amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of Each Holder whose Registrable Securities are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 7(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities of each such Indemnifying Party included in any such registration statement; PROVIDED FURTHER, preliminary prospectusHOWEVER, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for that in no event shall any legal or any other expenses reasonably incurred indemnity by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to a Holder under this SECTION 7(b) exceed the net amount proceeds from the offering received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementHolder. 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, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such Holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration Each seller of any Registrable Securities under and each other Person who controls such seller, within the meaning of the Securities Act pursuant to Section 3.1 or 3.2shall, each of the prospective sellers of such securitiesand hereby does, will severally and not jointly, indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer (in the offering or sale of such securities same manner and to the same extent as set forth in Section 2.9(a)) the Issuer and each other person, if any, Person who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActIssuer, against any and all lossestheir respective directors, claimsofficers, damages or liabilitiespartners, joint or severalshareholders, to which the Company or any such directoremployees, officerrepresentatives, employeeagents, participating person Affiliates or controlling person may become subject under the Securities Act or otherwisePersons, insofar as such losses, claims, damages or liabilities (or actions or proceedings in with respect thereof) arise out of or are based upon to (i) any untrue statement or alleged untrue statement of a material fact contained in or any omission or alleged omission to state therein a material fact in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectusPreliminary Prospectus, final prospectus Prospectus or summary prospectus Prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuer by or on behalf of such seller seller, expressly for use in therein, unless prior to the preparation printing of such registration statement, preliminary prospectusPreliminary Prospectus, final prospectusProspectus, summary prospectusProspectus, amendment or supplement the Issuer was furnished information which corrected or made not misleading the previously furnished information and the Issuer failed to incorporate such additional information into the registration statement and Prospectus amendment or supplement, and (ii) the use of any omission or alleged omission to state prospectus after such time as the Issuer has advised such indemnified party in writing that the filing of a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, post-effective amendment or supplement thereto is required, except for the use of the Prospectus as so amended or necessary supplemented, or the use of any Prospectus after such time as the obligation of the Issuer to make keep the statements therein not misleadingsame current and effective has expired; and the seller will reimburse the Company and each such directorprovided, officerhowever, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will indemnifying party under this Section 2.9(b) shall be in proportion to and limited to the amount of net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company Issuer or any such director, officer, participating person partner, shareholder, employee, representative, agent, Affiliate or controlling person Person and shall survive the transfer of such securities by such seller. The reimbursements required by this Section 2.9(b) will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred and reasonable documentation of the same is provided to the indemnifying party.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyState Auto Financial, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED however, that the obligation to provide indemnification pursuant to this SECTION 7.6(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 7.6(B) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company State Auto Financial or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to State Auto Financial.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 3.1, 3.2 or 3.23.4(d), each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementRegistration Statement. 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, employee, participating person or controlling person and shall survive the transfer of such securities by such sellerperson.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.22, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission “free writing prospectus”. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated 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 or any “free writing prospectus” related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyState Auto Financial, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided however, that the obligation to provide indemnification pursuant to this Section 7.6(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 7.6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company State Auto Financial or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to State Auto Financial.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, Section 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) 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 (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 2.1 or 3.22.2, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyCorporation, each director of the CompanyCorporation, each officer of the Company Corporation who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company Corporation or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company Corporation or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company Corporation by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net gross amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity Registration Statement; provided further that any Seller shall remain not be liable and indemnification shall not apply to amounts paid in full force and effect regardless any settlement effected without the consent of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerthat Seller.

Indemnification by the Sellers. In the event of any registration of The Partnership may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.22, that the Partnership shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless the Companyharmless, each director of the Companyseverally and not jointly, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities same manner and to the same extent as set forth in Section 7.1, the Partnership, CVR GP, LLC and its directors, officers, employees, agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Partnership, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any “free writing prospectus” utilized in connection with any related offering, but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Partnership by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission free writing prospectus. The Partnership and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or alleged omission to state a fact with respect to such seller required to be stated furnished to the Partnership for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith or any free writing prospectus related thereto are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Partnership, on the other hand, (b) the beneficial ownership of Partnership Securities by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectusthen such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 7.2. Such indemnity shall remain in full force and effect, final prospectus, summary prospectus, amendment regardless of any investigation made by or supplement on behalf of the Partnership or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each any such director, officer, employee, participating officer or controlling person and controlling person for any legal or any other expenses reasonably incurred shall survive the transfer of such Registrable Securities by them such seller. The indemnity agreement contained in connection with investigating or defending this Section 7.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding, provided that proceeding if such settlement is effected without the liability consent of each such seller will (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in proportion to and limited amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 1.1 or 3.2Section 1.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless (severally but not jointly) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, but not limited to, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration, Shelf Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification pursuant to this Section 8(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 8(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under which are included or are to be included in the Shelf Registration Statement, as a condition to including Registrable Securities Act pursuant in such registration statement, shall, severally and not jointly, to Section 3.1 or 3.2the full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits Representatives, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each such controlling Person’s Representatives (collectively, the “Seller Indemnitees”) against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person or controlling person Seller Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement and was not corrected in a subsequent writing prior to or (ii) any omission or alleged omission to state a fact concurrently with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities to the Person asserting such Loss; provided, however, that the aggregate amount which may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this Section 7(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity holders shall remain also indemnify each other Person who participates (including as an underwriter) in full force the offering or sale of Registrable Securities, their officers and effect regardless of directors and each other Person, if any, who controls any investigation made by or on behalf such participating Person within the meaning of the Company Securities Act or the Exchange Act to the same extent as provided above with respect to the Seller Indemnitees. The indemnity in this paragraph (b) of Section 7 shall be in addition to any liability such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerholder may otherwise have.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final 18 prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.7(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 seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates,(iii) the name and address of such holder and (iv) solely in offerings that are underwritten offerings, the method or methods of distribution of such holders. The indemnity provided for under this section 2.7(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyIssuer, each director of the Companyits managers and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company Issuer or any such director, officer, employee, participating person manager or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Issuer through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission supplement; PROVIDED that the obligation to state a fact with respect provide indemnification pursuant to this Section 6.02 shall be several, and not joint and several, among such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; Indemnifying Parties and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 6.02 in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Issuer or any such directormanager, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and managers and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Issuer.

Indemnification by the Sellers. In the event Each Holder of Registrable ------------------------------ Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, will, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any 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, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation or on behalf of such registration statementHolder; provided however, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller obligation to provide indemnification -------- ------- pursuant to this Section 2.6(b) will be in proportion to several, and limited to not joint and several, -------------- among such Indemnifying Parties on the net amount received by such seller (after deducting any underwriting discount and expenses) from basis of the sale number of Registrable Securities pursuant to included in such registration statement. Such indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall will survive the transfer of such securities by such sellerHolder. Such Holders will also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act of a prospective seller in any registration statement filed pursuant to Section 3.1 1 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the such prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to state a fact with respect 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 seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) - transactions between such holder and its Affiliates, on the statements therein not misleading; one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common - Stock by such holder and its Affiliates and (c) the name and address of such - holder. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 8.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 2.1 or 3.22.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person Person or controlling person Person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller in such seller’s capacity as a selling Holder expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementRegistration Statement. The Company and the Continuing Stockholders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Continuing Stockholders, the only information furnished or to be furnished to the Company by such Continuing Stockholders in their capacity as selling Holders for use in any Registration Statement or Prospectus, preliminary prospectus, amendment or supplement relating to the Registrable Securities are statements specifically relating to (i) transactions between such Continuing Stockholder and the Company, (ii) the beneficial ownership of shares of Common Stock by such Continuing Stockholder and (iii) the name and address of such Continuing Stockholder. If any additional information about such Continuing Stockholder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such Continuing Stockholder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence of this Section 2.6(b). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company such seller or any such director, officer, employee, participating person Person or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally, not jointly and severally, and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the prospective seller of the Registrable Securities through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.6(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 seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holders and its Affiliates, (ii) the name and address of such holder and (iii) the method or methods of distribution of such holders. The indemnity provided for under this section 2.6(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of ------------------------------ any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.23.1, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact - contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact -- with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided -------- that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities that are included or are to be included in any registration of any statement filed in connection with a Requested Registration, a Shelf Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2fullest extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission supplement; provided, however, that the obligation to state a fact with respect provide indemnification pursuant to this Section 8.2 shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount that may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 8.2 in connection with any registration and sale of Registrable Securities shall be limited to the total gross proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (ix) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through a written instrument sent by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, or (iiy) any such seller’s failure to send or give a copy of the final prospectus to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment at or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited prior to the net amount received by such seller (after deducting any underwriting discount and expenses) from written confirmation of the sale of Registrable Securities pursuant to such registration statementPerson if such statement or omission was corrected in such final prospectus. 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, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this section 2.7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement contained in the section 2.7(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 seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates and (iii) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence. The indemnity provided under this section 2.7(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyState Auto Financial, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person State Auto Financial within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company State Auto Financial or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company State Auto Financial through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this Section 7.06(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 7.06(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company State Auto Financial or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to State Auto Financial.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act of a prospective seller in any registration statement filed pursuant to Section 3.1 2 or 3.2, 3 that the Company shall have received an undertaking satisfactory to it from each of the such prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person. The indemnity agreement contained in this Section 9.2 shall not apply to state a fact with respect 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 seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (A) transactions between such holder and its Affiliates, on the statements therein not misleading; one hand, and the Company, on the other hand, (B) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (C) the name and address of such holder. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 9.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages Losses or liabilities, joint or several, to which the Company or any such director, officer, principals, members, partners, agents, advisors, representatives, affiliates, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such lossesLosses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilityLoss, action or proceeding, provided that the liability of each such seller will (i) be individual, not joint and several and (ii) be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.22, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission of a material fact from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as officers or directors of the Company) 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 (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.22.3, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) each underwriter, each Person who controls such underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; provided that such prospective seller shall not be liable to any Person who participates as an underwriter in the offering or (ii) sale of Registrable Securities or any omission or alleged omission to state a fact with respect to other Person, if any, who controls such seller required to be stated underwriter within the meaning of the Securities Act, in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary case to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending extent that any such loss, claim, liabilitydamage, liability (or action or proceedingproceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, provided that as the liability of each such seller will same may be in proportion to and limited then supplemented or amended, to the net amount received by such seller (after deducting any underwriting discount and expenses) from Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities pursuant to such registration statementPerson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 3.2 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 Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating partici pating person or controlling person may become subject under the Securities Act or otherwiseother wise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerRegistration Statement.

Indemnification by the Sellers. In the event of any registration ------------------------------ of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged - untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to -- state a fact with factwith respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in -------- proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 3.1, 3.2 or 3.23.3, each of the prospective sellers of such securities, severally and not jointly, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact with respect to such seller contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. In no event, however, shall the liability of any seller of Registrable Securities for indemnification in its capacity as such exceed the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against that is equal to the proportion of the total securities sold under such registration statement which is being sold by such seller of Registrable Securities or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount proceeds received by such seller (after deducting any underwriting discount and expenses) from the its sale of Registrable Securities pursuant to under such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company such seller or any such director, officer, employee, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration ------------------------------ of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, securities will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriterunder- writer, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwiseotherwise (including, without limitation, the reasonable fees and expenses of legal counsel incurred in connection with any claim for indemnity hereunder), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in in, or any omission or alleged omission to state a fact with respect to such seller required to be stated in, any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in -------- proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of It shall be a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, or 3.2, 2 (including any Take-Down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained or alleged statement of a material fact in any or omission of a material fact or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if but only to the extent such statement or alleged statement or such omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) 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 (iia) transactions between such holder and its Affiliates, on the one hand, and the Company and/or its subsidiaries, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds (i.e., net of expenses, underwriting discounts and commissions) actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as ------------------------------ a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.22.3, each of that the Company shall have received an ----------- undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) each underwriter, each Person who controls such ----------- underwriter within the meaning of the Securities Act, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement; provided that such prospective seller shall not be -------- liable to any Person who participates as an underwriter in the offering or (ii) sale of Registrable Securities or any omission or alleged omission to state a fact with respect to other Person, if any, who controls such seller required to be stated underwriter within the meaning of the Securities Act, in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary case to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending extent that any such loss, claim, liabilitydamage, liability (or action or proceedingproceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, provided that as the liability of each such seller will same may be in proportion to and limited then supplemented or amended, to the net amount received by such seller (after deducting any underwriting discount and expenses) from Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities pursuant to such registration statementPerson if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of any underwriter, the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section ------- 3.2 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 Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act i n any registration statement filed pursuant to this Section 3.1 or 3.22, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2(f)(i)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any application, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such seller expressly seller, as to such seller, specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, or (ii) such application, which information contained any omission untrue statement of any material fact or alleged omission omitted to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. The indemnity provided by each seller of securities under this Section 2(f)(ii) shall be provided severally, and not jointly or jointly and severally with any other seller or prospective seller of securities, and shall be limited in amount to the net amount of proceeds received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 9.2 shall not apply to state a fact with respect 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 seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) - transactions between such holder and its Affiliates, on the statements therein not misleading; one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Class B - Common Stock by such holder and its Affiliates and (c) the name and address of - such holder. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 9.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) 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 (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employeeem ployee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement supple ment thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerRegistration Statement.

Indemnification by the Sellers. In the event of any registration of As a condition to ------------------------------ including any Registrable Securities under in any registration statement, the Securities Act pursuant Company shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless the Company, and each director of the Company, each officer of the Company who shall sign such registration statement, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActApplicable Canadian Securities Laws, and their respective directors, officers, partners, employees and affiliates, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or the Applicable Canadian Securities Laws or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings 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 any material fact contained in any registration statement under which such securities were registered under the Securities ActAct or the Applicable Canadian Securities Laws, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading; , and the seller will to reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; but only to the extent that any such loss, provided claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller, specifically stating that it is for use in the preparation thereof; provided, however, that the liability of each such seller will indemnifying party under this Section 1.7(b) shall be in proportion to and limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) from indemnifying party in the sale of Registrable Securities pursuant offering giving rise to such registration statementliability. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any Registration Statement filed pursuant to Section 3.1 or 3.22.1 hereof and as a condition to indemnifying such sellers pursuant to this Section 2.5, that the Company shall have received an undertaking reasonably satisfactory to it from each of the prospective sellers of Participating Holder included in any such securities, will offering regarding its agreement to indemnify and hold harmless and reimburse (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.5) the Company, each director director, officer, employee and agent of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under Registration Statement pursuant to which securities of such securities were Holder are registered under the Securities ActAct (including all documents incorporated therein by reference), any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission from such Registration Statement, preliminary prospectus, final prospectus or summary prospectus, or any amendment or supplement thereto required to be stated therein or necessary to make the statements therein not misleading, if (but only if) such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly Participating Holder specifically for use in inclusion therein; PROVIDED, HOWEVER, that such Participating Holder shall not be obligated to provide such indemnity to the preparation extent that such Losses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement or to deliver timely any such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement based on corrected or (ii) any omission or alleged omission supplemental information provided in writing by such Participating Holder to state a fact with respect to the Company expressly for such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingpurpose; and PROVIDED FURTHER, that the seller will reimburse obligation to provide indemnification pursuant to this Section 2.5(b) shall be several, and not joint and several, among such indemnifying parties. Notwithstanding anything in this Section 2.5(b) to the Company and each such directorcontrary, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that no event shall the liability of each any Participating Holder under such seller will indemnity be greater in proportion to and limited to amount than the net amount of the proceeds received by such seller (after deducting any underwriting discount and expenses) from Participating Holder upon the sale of its Registrable Securities pursuant in the offering to such registration statementwhich the Losses relate. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, agent or participating person or controlling person Person and shall survive the transfer of such securities by such sellerParticipating Holder.

Indemnification by the Sellers. In Each Seller individually and severally, agrees to indemnify, defend and hold the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, Buyer and each of the prospective sellers of such securities, will indemnify its directors and hold officers harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities from and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all lossesloss, claimsliability, damages or liabilitiesdamage, joint or severalcosts and expenses (including interest, to which penalties and attorneys' fees) (collectively, "Losses") that the Company Buyer or any such director, officer, employee, participating person of its affiliates may incur or controlling person may become subject under to arising out of or due to any (i) inaccuracy of any representation or the breach of any warranty or covenant of the Sellers contained in this Agreement or (ii) Losses relating to the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, Registration Statement or any amendment or supplement thereto, if such or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, and which was included (or omission was made failed to be included) in the Registration Statement or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company Buyer by such seller expressly Seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereof or (iiiii) any omission violation by any Seller of any rule or alleged omission regulation promulgated under the Securities Act, Exchange Act or any states securities law applicable to state a fact any such Seller and relating to action or inaction required of the Seller in connection with respect to any such seller registration. In the event that any Seller is required to be stated in pay the Buyer or any of its officers or directors under this Section 10.1, each such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller Seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding. Notwithstanding the above, provided that any claim by the liability Buyer of each such seller will Seller for indemnification for Losses arising from a breach of representation, warranty or covenant of Millennium or such Seller shall be in proportion to and limited to the net amount lesser of: such Seller's proportionate share of the Losses calculated as a proportion of the Datatec Common Stock received by such seller (after deducting any underwriting discount and expenses) from the sale Seller prior to payment of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.claim; and

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iiprovided, however, that the obligation to provide indemnification pursuant to this Section 6(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total gross proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event Each Holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, will, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any 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, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller expressly Holder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statementsupplement; provided, preliminary prospectushowever, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller obligation to provide indemnification pursuant to this Section 2.6(b) will be in proportion to several, and limited to not joint and several, among such Indemnifying Parties on the net amount received by such seller (after deducting any underwriting discount and expenses) from basis of the sale number of Registrable Securities pursuant to included in such registration statement. Such indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall will survive the transfer of such securities by such sellerHolder. Such Holders will also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1 or 3.22, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriterpartners, broker or dealer in the offering or sale of such securities employees, agents and Affiliates and each other personPerson, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) the Company against any and all lossesloss, claimsliability, damages claim, damage or liabilities, joint or several, to which the Company expense (or any such director, officer, employee, participating person action or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings proceeding in respect thereof) arise out of or are based upon (i) described in Section 7.1 but only with respect to any untrue statement or omission or alleged untrue statement of a fact contained omission made in any such registration statement under which such securities were registered under (or any amendment thereto), including the Securities ActRule 430A Information and the 434 Information, if applicable, or any preliminary prospectus, final prospectus or summary supplement prospectus contained therein in such registration statement or related thereto, used in connection with the offering of securities covered thereby (or any amendment or supplement thereto, if such statement or omission was made ) in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statementstatement (or any amendment thereto), including the Rule 430A Information and the 434 Information, if applicable, or any preliminary prospectus, final prospectus, summary prospectus, prospectus or supplement prospectus contained in such registration statement or used in connection with the offering of securities covered thereby (or any amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthereto). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such loss, liability, claim, damage, expense, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, Section 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Table of Contents Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) 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 (iia) transactions between such holder and its affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, 1.2 or 3.22, that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) 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 (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreasonably withheld, conditioned or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act of a prospective seller in any registration statement filed pursuant to Section 3.1 1 or 3.2, 2 that the Company shall have received an under taking satisfactory to it from each of the such prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or (ii) on behalf of the Company or any omission such director, officer or alleged omission controlling Person and shall survive the transfer of such Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 shall not apply to state a fact with respect 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 seller required (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be stated furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary are statements specifically relating to make (a) - transactions between such holder and its Affiliates, on the statements therein not misleading; one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common - Stock by such holder and its Affiliates and (c) the name and address of such - holder. The indemnity provided by each seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them of Registrable Securities under this Section 8.2 shall be limited in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited amount to the net amount of proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2The Sellers, each of the prospective sellers of such securitiesjointly and ------------------------------ severally, will will, and hereby do, indemnify and hold harmless Cadmus in selling Registrable Securities covered by the Companyregistration statement required under this Agreement, each director of the CompanyCadmus's directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and affiliates and each other personPerson, if any, who controls the Company or any such participating person Cadmus within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, (the "Cadmus Indemnified Parties") against any and all losses, claims, damages or liabilitiesliabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), joint or several, to which the Company or any such director, officer, employee, participating person or controlling person Cadmus Indemnified Parties may become subject under the Securities Act Act, the Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings 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 any material fact contained (or incorporated by reference) in any the registration statement (or any amendment or supplement thereto) under which such securities Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if 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, but only to the extent that such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Cadmus by the Sellers or (ii) any omission their agents or alleged omission to state a fact with respect to such seller required to be stated representatives specifically for use in any such registration statementthe preparation thereof, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller Sellers, jointly and severally, will reimburse the Company and each such director, officer, employee, participating person and controlling person Cadmus Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided that however, the indemnity contained in this Section ------- 4 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 each such seller will Sellers (which consent shall not be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementunreasonably withheld). 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, participating person or controlling person Cadmus Indemnifying Parties and shall survive the transfer of such securities Registrable Securities by such sellerthe Sellers.

Indemnification by the Sellers. In Each Indemnified Seller, as a condition to including its securities in the event of any applicable registration of any Registrable Securities under statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person or controlling person other Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 34 (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly Indemnified Seller specifically for use in the preparation thereof; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this Section 6C.2 shall be several, and not joint and several, among each of such the Indemnified Sellers on the basis of the number of securities included by each in the applicable registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse aggregate amount which may be recovered from any holder of securities pursuant to the Company and each such director, officer, employee, participating person and controlling person indemnification provided for any legal or any other expenses reasonably incurred by them in this Section 6C.2 in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability sale of each such seller will Registrable Securities shall be in proportion to and limited to the net amount total proceeds received by such seller (after deducting any underwriting discount and expenses) holder from the sale of Registrable Securities pursuant to such registration statementsecurities. 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, participating person or controlling person other Person and shall survive the transfer of such securities by such selleran Indemnified Seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.24, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6(a)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities its directors and officers and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and any other holder selling Registrable Securities, against any and all losses, claims, damages or liabilities, joint or several, to which the Company Company, its directors and officers and each such other Person or any such director, officer, employee, participating person or controlling person other seller may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings 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 any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, provided, however, (i) that this indemnity shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of such seller, which consent shall not be unreasonably withheld, and (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each seller(s) shall have no obligation to indemnify any Person for such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementPerson’s gross negligence or willful misconduct. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as ------------------------------ a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.6(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 seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such holders and its Affiliates, (ii) the name and address of such holder and (iii) the method or methods of distribution of such holders. The indemnity provided for under this section 2.6(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each Owner of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Requested Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person agent or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statementor seller's agent, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 3(B) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated indemnifying parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale Owner of Registrable Securities pursuant to the indemnification provided for in this SECTION 3(B) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementOwner from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person employee, agent or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, 1.2 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) 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 (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as ------------------------------ a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this Section 3.1 or 3.22, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in clause (i) of this Section 2(f)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any application, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such seller expressly specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, or (ii) such application, which information contained any omission untrue statement of any material fact or alleged omission omitted to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. The indemnity provided by each seller of securities under this Section 2(f)(ii) shall be provided severally, and not jointly or jointly and severally with any other seller or prospective seller of securities, and shall be limited in amount to the net amount of proceeds received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each Owner of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Requested Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person agent or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use or seller's agent, and used in the preparation of such registration statement, any preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission supplement; provided, however, that the obligation to state a fact with respect provide indemnification pursuant to this Section 4.2 shall be several, and not joint and several, among such seller required to be stated indemnifying parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale Owner of Registrable Securities pursuant to the indemnification provided for in this Section 4.2 in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementOwner from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person employee, agent or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this Section 3.1 or 3.22, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2(f)(i)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any application, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such seller expressly seller, as to such seller, specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, or (ii) such application, which information contained any omission untrue statement of any material fact or alleged omission omitted to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. The indemnity provided by each seller of securities under this Section 2(f)(ii) shall be provided severally, and not jointly or jointly and severally with any other seller or prospective seller of securities, and shall be limited in amount to the net amount of proceeds received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.23.1, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerRegistration Statement.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 the Securities Act and, unless indemnification of such Persons is otherwise provided for in the applicable underwriting agreement, each underwriter, its directors, officers and each Person, if any, who controls such underwriter within the meaning of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information or affidavit furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification pursuant to this Section 6(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 6(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In the event of any ------------------------------ registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged - untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein or related thereto, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to -- state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided PROVIDED that the liability of each such seller will be in -------- proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller.

Indemnification by the Sellers. In Each of the event of any registration of any Sellers, as a condition to including Registrable Securities under the Securities Act in such registration statement pursuant to Section 3.1 or 3.2Sections 5.01 and 5.02 hereof, each of shall, to the prospective sellers of such securitiesfull extent permitted by law, will indemnify and hold harmless the CompanyPurchaser, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company Purchaser or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about such Seller furnished to the Company Purchaser through an instrument duly executed by such seller expressly Seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make and each of the statements therein not misleading; and the seller Sellers will reimburse the Company Purchaser in cash and each such directorother person, officerif any, employeewho controls the Purchaser within the meaning of the Securities Act, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Loss (or action or proceedingproceeding in respect thereof); provided, provided however, that the liability of each such seller will be in proportion obligation to provide indemnification and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities reimburse expenses pursuant to this Section 5.04(b) shall be several, and not joint and several, among such registration statementIndemnifying Parties. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Purchaser or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such sellerSeller.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 Sections 1.1 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 8.1 hereof, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with re spect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. (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 (iia) transactions between such holder and its - Affiliates, on the one hand, and the Company, on the other hand, (b) the - beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information - about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expensesthis Section 8.2.) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreason ably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2, 1 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities any underwriter and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against ) the foregoing Persons with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person any underwriter or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 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 seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2, 1 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities any underwriter and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against ) the foregoing Persons with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person any underwriter or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller.. The indemnity agreement contained in this Section 7.2 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 seller (which consent shall not be unreasonably withheld). The Company and the holders of Registrable Securities hereby acknowledge and agree that for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement are statements specifically relating to (a) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.23.1, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such registration statementRegistration Statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement Registration Statement under which such securities were registered under the Securities Act, any Prospectus or preliminary prospectus, final prospectus or summary prospectus contained therein or related theretoincluded therein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact with respect to such seller required to be stated in any such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement or necessary to makethe statements therein not misleading if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of any such registration statementRegistration Statement, Prospectus, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingsupplement; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will shall be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerRegistration Statement.

Indemnification by the Sellers. In the event of Each Holder whose Registrable Securities are included or are to be included in any registration of any statement filed in connection with a Demand Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statementsupplement; PROVIDED, preliminary prospectusHOWEVER, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability obligation to provide indemnification pursuant to this SECTION 7(b) shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities of each such seller will be Indemnifying Party included in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such Holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2Each Seller shall, each of the prospective sellers of such securitiesseverally and not jointly, will indemnify and hold harmless the CompanyPurchaser, its directors, officers, agents and employees, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, Person who controls the Company or any such participating person Purchaser (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), against any and all lossesthe directors, claimsofficers, damages agents or liabilities, joint or severalemployees of such controlling Persons, to which the Company or any such directorfullest extent permitted by applicable law, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise from and against all Losses arising solely out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final Prospectus or any form of prospectus or summary prospectus contained therein or related thereto, or in any amendment or supplement theretothereto or in any preliminary Prospectus, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation arising solely out of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state of a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading; misleading to the extent, but only to the extent, that such untrue statement, alleged untrue statement, omission or alleged omission is based solely upon information regarding such Seller furnished in writing to the Purchaser by such Seller expressly for use therein, or to the extent that such information relates to such Seller or such Seller’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Seller expressly for use in the seller will reimburse Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the Company case of an occurrence of an event of the type specified in Section 8.2(c)(v)- (vii), the use by such Seller of an outdated or defective Prospectus after the Purchaser has notified such Seller in writing that the Prospectus is outdated or defective and each prior to the receipt by such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them Seller of the Advice contemplated in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that Section 8.5. In no event shall the liability of each such seller will any Seller hereunder be greater in proportion to and limited to amount than the dollar amount of the net amount received proceeds in respect of the sale by such seller (after deducting any underwriting discount and expenses) from Seller of the sale of Registrable Securities pursuant giving rise to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such sellerindemnification obligation.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Sections 2.1 or 2.2 hereof and as a condition to indemnifying such sellers pursuant to this Section 3.1 or 3.22.6, that the Company shall have received an undertaking reasonably satisfactory to it from each of the prospective sellers of Participating Holder included in any such securities, will offering regarding its agreement to indemnify and hold harmless and reimburse (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.6) the Company, each director director, officer, employee and agent of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under pursuant to which securities of such securities were Holder are registered under the Securities ActAct (including all documents incorporated therein by reference), any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission from such registration statement, preliminary prospectus, final prospectus or summary prospectus, or any amendment or supplement thereto required to be stated therein or necessary to make the statements therein not misleading, if (but only if) such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly Participating Holder specifically for use in inclusion therein; PROVIDED, HOWEVER, that such Participating Holder shall not be obligated to provide such indemnity to the preparation extent that such Losses result, directly or indirectly, from the failure of the Company to promptly amend or take action to correct or supplement or to deliver timely any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement based on corrected or (ii) any omission or alleged omission supplemental information provided in writing by such Participating Holder to state a fact with respect to the Company expressly for such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadingpurpose; and PROVIDED FURTHER, that the seller will reimburse obligation to provide indemnification pursuant to this Section 2.6(b) shall be several, and not joint and several, among such indemnifying parties. Notwithstanding anything in this Section 2.6(b) to the Company and each such directorcontrary, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that no event shall the liability of each any Participating Holder under such seller will indemnity be greater in proportion to and limited to amount than the net amount of the proceeds received by such seller (after deducting any underwriting discount and expenses) from Participating Holder upon the sale of its Registrable Securities pursuant in the offering to such registration statementwhich the Losses relate. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, agent or participating person or controlling person Person and shall survive the transfer of such securities by such sellerParticipating Holder.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a ------------------------------ condition to including any Registrable Securities under the Securities Act pursuant in any registration statement filed in accordance with section 20.1 or 20.2, that it shall have received an undertaking, reasonably satisfactory to Section 3.1 or 3.2it, each of from the prospective sellers seller of such securitiesRegistrable Securities or any underwriter, will to indemnify and hold harmless (in the Company, each director of same manner and to the Company, each officer of same extent as set forth in section 20.5(a)) the Company who shall sign and its directors, officers and controlling Persons, and their respective directors, officers, general and limited partners, managing directors, and, in the case of an undertaking from a prospective seller of Registrable Securities, any underwriter, and their respective controlling Persons with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller expressly or underwriter, specifically stating that it is for use in the preparation of such registration statement, preliminary prospectuspreliminary, final prospectus, or summary prospectus, prospectus or amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Company, any seller, or any such directorunderwriter, officeras the case may be, participating person or any of their respective directors, trustees, officers, controlling person Persons, general or limited partners or managing directors and shall survive the transfer of such securities by such underwriter. The obligations of the Company and such sellers pursuant to this section 20.5 are to be several; provided, however, that, with respect to each claim pursuant to this -------- ------- section 20.5, the Company shall be liable for the full amount of such claim and each such seller's maximum liability under this section shall be limited to an amount equal to the net proceeds actually received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities being sold pursuant to such registration statement or prospectus by such seller.

Indemnification by the Sellers. In the event of any registration of As a condition to including any Registrable Securities under the Securities Act pursuant in any registration statement, Parent shall have received an undertaking satisfactory to Section 3.1 or 3.2, each of it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify and hold harmless (in the Companysame manner and to the same extent as set forth in Section 4.1) Parent, each director of the Company, each and officer of the Company who shall sign such registration statementParent, and each other person Person, if any, who participates as an underwriter, broker or dealer underwriter in the offering or sale of such securities Registrable Securities and each other person, if any, Person who controls the Company Parent or any such participating person underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages Losses (or liabilities, joint actions or several, proceedings in respect thereof) to which the Company Parent or any such director, officer, employee, participating person or controlling person underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of or are based upon (i) on any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact therein required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Parent by or on behalf of such seller Holder expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementsupplement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company Parent or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such sellerHolder. In no event will any Holder be liable for amounts in excess of the net proceeds received from the sale of its Registrable Securities in the subject offering.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, Section 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as shareholders and/or controlling persons (but not in their capacities as managers of the Company) 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 (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. this Section 7.2 Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.2 or 3.2, 2 that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally and ratably, not jointly, in the same manner and to the same extent as set forth in Section 9.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which ) the Company or with respect to any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. (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 the holder thereof or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (iiA) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (B) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (C) the name and address of such holder and (D) any omission other information relating to the Registrable Securities or alleged omission to state a fact with respect to such seller the holder thereof required to be stated furnished in a registration statement by applicable law. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 9.2). Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 9.2 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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 9.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of It shall be a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1, or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, in the same manner and to the same extent as set forth in Section 7.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) 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 (iia) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 7.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 7.2 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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 7.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of Each Beneficiary holding Registrable Shares which are included or are to be included in any Shelf Registration Statement or any registration of any statement filed in connection with a Piggyback Registration, as a condition to including Registrable Securities under Shares in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, or settlement of any litigation, in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 light of the circumstances under which they were made, not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by or on behalf of such seller Beneficiary expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleadinguse; and the seller such Beneficiary will reimburse the Company and each such director, officer, employee, participating person officer and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such lossLosses; PROVIDED, claimHOWEVER, liability, action or proceeding, provided that the liability of each such seller obligation to indemnify will be in proportion individual (and not joint and several) to each Beneficiary and will be limited to the net amount of proceeds received by such seller (after deducting any underwriting discount and expenses) holder from the sale of Registrable Securities Shares pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such directorother person asserting the right to be indemnified, officer, participating person or controlling person and shall survive the transfer of such securities Registrable Shares by such sellerBeneficiary. Each Beneficiary shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Shares, their officers and directors, employees, agents and partners, and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2Each Seller will, each of the prospective sellers of such securitiesand ------------------------------ hereby does, will indemnify and hold harmless Progress Energy in selling Registrable Securities covered by the CompanyShelf Registration Statement required under this Registration Rights Agreement, each director of the CompanyProgress Energy's directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and affiliates and each other personPerson, if any, who controls the Company or any such participating person Progress Energy within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (the "Progress Energy Indemnified Parties"), against any and all losses, claims, damages or liabilities----------------------------------- liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), joint or several, to which the Company or any such director, officer, employee, participating person or controlling person Progress Energy Indemnified Party may become subject under the Securities Act Act, the Exchange Act, any state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings 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 any material fact contained (or incorporated by reference) in the Shelf Registration Statement (or any registration statement amendment or supplement thereto) under which such securities Registrable Securities were registered under the Securities Act, any preliminary prospectusProspectus, final prospectus Prospectus or summary prospectus Prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if or any other document in connection therewith, 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, but only to the extent, in each case, that such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission was or alleged omission made in such Shelf Registration Statement, any such preliminary Prospectus, final Prospectus, summary Prospectus, amendment or supplement, or other document in connection therewith in reliance upon and in conformity with written information furnished to the Company Progress Energy by such seller Seller or its agents or representatives expressly designated for use in the preparation thereof, and such Seller will (at the option of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment Seller) pay and bear or supplement or (ii) any omission or alleged omission to state a fact with respect to such seller required to be stated reimburse the Progress Energy Indemnified Parties amounts paid in settlement of any such registration statementloss, preliminary prospectusclaim, final prospectusdamage, summary prospectus, amendment liability or supplement or necessary to make action if such settlement is effected with the statements therein consent of Sellers (which consent shall not misleading; be unreasonably withheld) and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Progress Energy or any such director, officer, participating person or controlling person Person of Progress Energy and shall survive the permitted transfer of such securities Registrable Securities by such sellerSeller.

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Requested Registration or a Piggyback Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the CompanyTengtu, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other personPerson, if any, who controls the Company or any such participating person Tengtu within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company Tengtu or any such director, officer, employee, participating person agent or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company Tengtu through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; PROVIDED, HOWEVER, that the obligation to provide indemnification pursuant to this SECTION 6(B) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this SECTION 6(B) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Tengtu or any such director, officer, participating person employee, agent or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their partners, officers, directors, employees, agents and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to Tengtu.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 or 3.2section 2.3, each of that the Company shall have received an undertaking reasonably satisfactory to it from the prospective sellers seller of such securitiesRegistrable Securities, will to indemnify severally and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this section 2.7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other person, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (ii) any omission or alleged omission to state a fact with respect to supplement. Any such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities by such seller. The indemnity agreement provided for in this section 2.7(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 seller (which consent shall not be unreasonably withheld). The parties hereto hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by holders of Registrable Securities to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to the Company for use in any registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto are statements specifically relating to (i) transactions between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (ii) the beneficial ownership of shares of Common Stock by such holders and its Affiliates,(iii) the name and address of such holder and (iv) solely in offerings that are underwritten offerings, the method or methods of distribution of such holders. The indemnity provided for under this section 2.7(b) shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event Each holder of any registration of any Registrable Securities under which are included or are to be included in any Registration Statement filed in connection with a Demand Registration, as a condition to including Registrable Securities in such Registration Statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings proceedings, whether commenced or threatened, in respect thereof) EXHIBIT 4.3 arise out of or are based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Securities ActRegistration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its legal counsel by or on behalf of such seller expressly for use in the preparation of such registration statementRegistration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification pursuant to this Section 8(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; Registration Statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 8(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to Section 3.1 1.1 or 3.2, 2 (including any Take-down Transaction) that the Company shall have received an undertaking satisfactory to it from each of the prospective sellers of such securities, will Registrable Securities to indemnify and hold harmless harmless, severally, not jointly, but otherwise in the same manner and to the same extent as set forth in Section 8.1, the Company, each director of the Companyits directors, each officer of the Company who shall sign such registration statementofficers, each other person who participates as an underwriteremployees, broker or dealer in the offering or sale of such securities agents and each other person, if any, who controls the Company or any such participating person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. The Company and the holders of the Registrable Securities in their capacities as stockholders and/or controlling persons (but not in their capacities as managers of the Company) 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 (iia) transactions between such holder and its Affiliates, on the one hand, and the Company and/or its subsidiaries, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any omission additional information about such holder or alleged omission to state a fact with respect to such seller the plan of distribution (other than for an underwritten offering) is required by law to be stated disclosed in any such registration statementdocument, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary then such holder shall not unreasonably withhold its agreement referred to make in the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability immediately preceding sentence of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statementthis Section 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person and shall survive the transfer of such securities Registrable Securities by such seller. The indemnity agreement contained in this Section 8.2 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 seller (which consent shall not be unreasonably withheld or delayed). The indemnity provided by each seller of Registrable Securities under this Section 8.2 shall be limited in amount to the net amount of proceeds actually received by such seller from the sale of Registrable Securities pursuant to such registration statement.

Indemnification by the Sellers. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this Section 3.1 or 3.22, each of that the Company shall have received an undertaking satisfactory to it from the prospective sellers seller of such securities, will to indemnify and hold harmless (in the same manner and to the same extent as set forth in clause (i) of this Section 2(e)) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against with respect to any and all losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a fact contained in any or omission or alleged omission from such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, or any application, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such seller expressly specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, or (ii) such application, which information contained any omission untrue statement of any material fact or alleged omission omitted to state therein a material fact with respect to such seller required to be stated in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement therein or necessary to make the statements therein not misleading; and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller. The indemnity provided by each seller of securities under this Section 2(e)(ii) shall be provided severally, and not jointly or jointly and severally with any other seller or prospective seller of securities, and shall be limited in amount to the lesser of (A) such seller's allocable portion (based upon the number of Registrable Securities included in the registration statement) of the liability for indemnification and (B) the net amount of proceeds received by such seller from the sale of Registrable Securities pursuant to such registration statement. It is agreed that the indemnity agreement contained in this clause (ii) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or expense if such settlement is effected without the consent of such seller of such securities (which consent shall not be unreasonably withheld).

Indemnification by the Sellers. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with the Registration, as a condition to including Registrable Securities under in such registration statement, shall, to the Securities Act pursuant to Section 3.1 or 3.2full extent permitted by law, each of the prospective sellers of such securities, will indemnify and hold harmless the Company, each director of the Companyits directors and officers, each officer of the Company who shall sign such registration statement, each other person who participates as an underwriter, broker or dealer in the offering or sale of such securities and each other personPerson, if any, who controls the Company or any such participating person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, Losses to which the Company or any such director, officer, employee, participating person director or officer or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings 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 any material fact contained in any such registration statement under which such securities were registered under the Securities Actstatement, any preliminary prospectus, final prospectus or summary prospectus contained therein or related theretotherein, or any amendment or supplement thereto, 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 case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller expressly specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or (iisupplement; provided, however, that the obligation to provide indemnification pursuant to this Section 3(b) any omission or alleged omission to state a fact with respect to shall be several, and not joint and several, among such seller required to be stated Indemnifying Parties on the basis of the number of Registrable Securities included in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading; statement and the seller will reimburse the Company and each such director, officer, employee, participating person and controlling person for aggregate amount which may be recovered from any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the liability of each such seller will be in proportion to and limited to the net amount received by such seller (after deducting any underwriting discount and expenses) from the sale holder of Registrable Securities pursuant to the indemnification provided for in this Section 3(b) in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such registration statementholder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, participating person officer or controlling person Person and shall survive the transfer of such securities by such seller.