Common use of Reimbursement Clause in Contracts

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any the Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such the Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a the Purchaser is a named party, the Company will pay such the Purchaser the charges, as reasonably determined by such the Purchaser, for the time of any officers or employees of such the Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason Subscriber or any of its gross negligence affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Subscriber or any of its affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, person in connection with or as a result of any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the consummation of the transactions contemplated by Company in any Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser Subscriber or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any losses incurred in connection therewith, as such expenses or losses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay excluding only losses that result directly from such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers Subscribers’ or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials Related Person’s gross negligence or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreementwillful misconduct. The reimbursement indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Subscribers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers Subscribers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Subscriber or entity Related Person in connection with such transactions; provided, however, that the transactions contemplated by Subscriber shall not be liable for any Loss that in the aggregate exceeds the Subscriber’s Aggregate Purchase Price tendered hereunder. If the Company breaches its obligations under any Deal Document, then, in addition to any other liabilities the Company may have under any Deal Document or applicable law, the Company shall pay or reimburse the Subscribers on demand for all costs for collection and enforcement (including reasonable attorneys’ fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Subscribers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph. Notwithstanding anything in this Section 5(f) to the contrary, the Company’s liability to the Subscriber hereunder shall not exceed the Subscriber’s Aggregate Purchase Price.

Reimbursement. If any Purchaser(i) the Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, then in any such case, the Company will reimburse such Purchaser the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation ) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser the Investor is a named party, the Company will pay such Purchaser the Investor the charges, as reasonably determined by such Purchaserthe Investor, for the time of any officers or employees of such Purchaser the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearingshearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Investor who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Investor and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Investor and any such Affiliate and any such Personperson or entity. The Company also agrees that neither the Purchasers Investor nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Investor or entity any inaccuracy in connection with any representation or warranty of the transactions contemplated Investor contained herein or any breach by this Agreement.the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK]

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a "RELATED PERSON") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the consummation of the transactions contemplated by Company in any Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by excluding only Losses that result directly from such Purchaser, for the time 's or Related Person's gross negligence or willful misconduct. The conduct of any officers or employees Proceedings for which indemnification is available under this paragraph shall be governed by Section 6 of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this AgreementRegistration Rights Agreements. The reimbursement indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser(i) Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Investor is impleaded in any such action, proceeding or investigation by any person, or (ii) Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse such Purchaser Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser Investor is a named party, the Company will pay such Purchaser to Investor the charges, as reasonably determined by such PurchaserInvestor, for the time of any officers or employees of such Purchaser Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearingshearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers who Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of the Purchasers Investor and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives successors of the Company, the Purchasers Investor and any such Affiliate affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementperson.

Reimbursement. If (i) any PurchaserBuyer, other than by reason of its gross negligence negligence, willful misconduct or willful misconductbreach of law, becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if such Buyer is impleaded in any such action, proceeding or investigation by any Person, or (ii) any Buyer, other than by reason of its gross negligence, willful misconduct or breach of law, becomes a party defendant in any capacity in any action or proceeding brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if such Buyer is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company will reimburse such Purchaser Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers Buyers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Buyers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Buyers and any such Affiliate and any such Person. The Except as otherwise set forth in the Transaction Documents, the Company also agrees that neither the Purchasers any Buyer nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Buyer or from a breach of the applicable Purchaser representations, covenants and conditions contained herein or entity in connection with the transactions contemplated by this Agreementfrom a breach of law.

Reimbursement. If any Purchaser, other than by reason of its gross ------------- negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any (i) Purchaser, other than by reason of its gross ------------- negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Purchaser is impleaded in any such action, proceeding or investigation by any person, or (ii) Purchaser, other than by reason of its gross negligence or willful misconduct or by reason of its trading of the Common Stock in a manner that is illegal under the federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Purchaser is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such to Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearingshearing, trials, and other proceedings relating to the subject matter of this Subscription Agreement. The reimbursement obligations of the Company under this paragraph section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers who Purchaser that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives successors of the Company, the Purchasers Purchaser and any such Affiliate affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementperson.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by Transaction Documentsthis Agreement other than one brought by the applicable Purchaser or a Related Person thereof, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 5.5(c) above. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys’ fees and expenses). Subject to the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, (i) Buyer becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Buyer is impleaded in any such action, proceeding or investigation by any Person, or (ii) the Buyer, other than by reason of its gross negligence, willful misconduct or breach of law, becomes a party defendant in any capacity in any action or proceeding brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Buyer is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company will reimburse such Purchaser the Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers Buyer who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons Persons (if any), as the case may be, of the Purchasers Buyer and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Buyer and any such Affiliate and any such Person. The Except as otherwise set forth in the Transaction Documents, the Company also agrees that neither the Purchasers any Buyer nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Buyer or entity in connection with from a breach of the transactions contemplated by this Agreementrepresentations, covenants and conditions contained herein or from a breach of law.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, Buyer becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders Person who is a stockholder of the Company, in connection with or Company (except as a result of the consummation sales, pledges, margin sales and similar transactions by Buyer to or with any current stockholder), solely as a result of Buyer's acquisition of the transactions contemplated by Securities under this Agreement, and provided any such person has complied with all laws, rules and regulations and is not in breach of any of its representations, warranties, or agreements made in any of the Transaction Documents, the Company will reimburse such Purchaser Buyer for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Buyer who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Buyer and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Buyer and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Buyer nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation Securities under this Agreement, provided such person has complied with all laws, rules and regulations and is not in breach of any of its representations, warranties and agreements made in any of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this AgreementDocuments.

Reimbursement. If any Purchaser(i) Buyer, other than by reason of its gross negligence negligence, willful misconduct or willful misconductbreach of law, becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Buyer is impleaded in any such action, proceeding or investigation by any Person, or (ii) any Buyer, other than by reason of its gross negligence, willful misconduct or breach of law, becomes a party defendant in any capacity in any action or proceeding brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Buyer is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company will reimburse such Purchaser the Buyer for its reasonable legal and other expenses (including the cost of any investigation and 'preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers Buyer who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons Persons (if any), as the case may be, of the Purchasers Buyer and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Buyer and any such Affiliate and any such Person. The Except as otherwise set forth in the Transaction Documents, the Company also agrees that neither the Purchasers any Buyer nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Buyer or entity in connection with from a breach of the transactions contemplated by this Agreementrepresentations, covenants and conditions contained herein or from a breach of law.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconductmisconduct or other than in connection with an agreement between such Purchaser and a Person other than the Company or the formation or governing documents of such Purchaser, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser any of the Purchasers is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a "RELATED PERSON") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser's or Related Person's gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, (i) Buyer becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Buyer is impleaded in any such action, proceeding or investigation by any Person, or (ii) the Buyer, other than by reason of its gross negligence, willful misconduct or breach of law, becomes a party defendant in any capacity in any action or proceeding brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Buyer is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company will reimburse such Purchaser the Buyer for its reasonable legal and other expenses (including the cost of any investigation and `preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers Buyer who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons Persons (if any), as the case may be, of the Purchasers Buyer and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Buyer and any such Affiliate and any such Person. The Except as otherwise set forth in the Transaction Documents, the Company also agrees that neither the Purchasers any Buyer nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Buyer or entity in connection with from a breach of the transactions contemplated by this Agreementrepresentations, covenants and conditions contained herein or from a breach of law.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a "RELATED PERSON") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser's or Related Person's negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If Upon a written undertaking satisfactory to the Company from any PurchaserPurchaser or Placement Agreement that it will repay any amounts paid pursuant to this Section 4.3 upon a final determination of a court of competent jurisdiction that such persons were not entitled to such reimbursement or indemnification pursuant to Section 4.4, other than by reason of its gross negligence if any Purchaser or willful misconduct, Placement Agent becomes involved in any capacity in any action, proceeding or investigation brought Proceeding by or against any Person, including stockholders Person who is a stockholder of the Company, in connection with or Company (except as a result of the consummation sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder), solely as a result of such Purchaser’s acquisition of the transactions contemplated by Transaction DocumentsNotes, Note Shares, Warrant or Warrant Shares under this Agreement, the Company will reimburse such Purchaser and the Placement Agent for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers or the Placement Agent who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchasers, the Placement Agent and any such Affiliateof their Affiliates, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchasers, the Placement Agent and any such Affiliate of their Affiliates and any such Person. The Company also agrees that neither the Purchasers nor any such Purchasers, the Placement Agent and their Affiliates, partners, directors, agents, employees or controlling persons shall have any no liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of the consummation of Purchasers acquiring the Transaction Documents except to the extent that any lossesNotes, claimsNote Shares, damages, liabilities Warrant or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by Warrant Shares under this Agreement.

Reimbursement. If Purchaser or any Purchaser, other than by reason of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a "Related Person") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser's or Related Person's negligence or willful misconduct, inaccuracy in any Purchaser's representations herein, or due to any Purchaser's violation of any federal or state securities laws or regulations. In addition, other than with respect the Company shall indemnify and hold harmless Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions, inaccuracy in any Purchaser's representations herein, or due to Purchaser's violation of any federal or state securities laws or regulations. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchaser on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchaser on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the reasonable cost of any investigation and preparationpreparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, Investor becomes involved in any capacity in any action, proceeding or investigation brought Proceeding by or against any Person, including stockholders of the Company, in connection with or Person (except as a result of (i) Proceedings brought by another Investor against such Investor, (ii) sales, pledges, margin sales and similar transactions by such Investor to or with any other stockholder or (iii) as a result of a breach of such Investor’s representations, warranties or covenants under the consummation Transaction Documents or any violations by such Investor of state or federal securities laws or any conduct by such Investor which constitutes fraud, gross negligence, willful misconduct or malfeasance), solely as a result of such Investor’s acquisition of the transactions contemplated by Transaction DocumentsSecurities under this Agreement, the Company will reimburse such Purchaser Investor for its reasonable legal and other expenses (including the cost of any investigation investigation, preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Investors who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Investor and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Investors and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Investors nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation Securities under this Agreement, except if such claim arises primarily from a breach of such Investor’s representations, warranties or covenants under the Transaction Documents except to the extent that or any losses, claims, damages, liabilities agreements or expenses incurred understandings such Purchaser may have with any such stockholder or any violations by the Company result from the Investor of state or federal securities laws or any conduct by such Investor which constitutes fraud, gross negligence or negligence, willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementmalfeasance.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a "RELATED PERSON") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments other than one brought by the applicable Purchaser or a Related Person thereof, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser's or Related Person's gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Subject to the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If In the event that any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Personperson, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by pursuant to the Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, with respect to the Purchaser, other than with respect to any matter in which a such Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates Affiliate of the Purchasers who are actually named in such action, proceeding or investigation, Purchaser and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliateother person or entity, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any other such Affiliate and any such Personperson or entity. The Company also agrees that neither the Purchasers nor no Purchaser or any such Affiliatesaffiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable such Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, Purchaser becomes involved in any capacity in any action, proceeding or investigation brought Proceeding by or against any Person, including stockholders Person who is a stockholder of the Company, in connection with or Company (except as a result of the consummation sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder), solely as a result of such Purchaser’s acquisition of the transactions contemplated Securities under this Agreement (unless such action is based upon a breach of such Purchaser’s representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such claimant stockholder or any violations by Transaction Documentsthe Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance), the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation of the Transaction Documents Securities under this Agreement except to the extent that any losses, claims, damages, liabilities covenant or expenses incurred by warranty owing to the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementis breached.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a "Related Person") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments (other than relating to the Registration Statement, Prospectus or other matter covered by the indemnity in Article VI hereof), the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost reasonable costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, if and as such expenses or Losses are actually incurred, excluding only Losses that arise out of or result directly from such Purchaser's or Related Person's gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, if and as actually incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and any other proceedings relating to the subject matter of this AgreementTransaction Document. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company arise out of or result directly from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions or arise out of or relate to any breach by a Purchaser of any of the transactions contemplated representations, warranties or covenants made by a Purchaser in this AgreementAgreement or any other Transaction Document. If the Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses) actually incurred and reasonably documented. Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all actually incurred and reasonably documented costs of enforcing the indemnification obligations in this paragraph.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 5(c) of the Registration Rights Agreements. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from such Purchaser’s violation of law, material breach of this Agreement or the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a "RELATED PERSON") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments (other than (i) transactions brought by the investors or shareholders of such Purchaser against such Purchaser or (ii) relating to the Registration Statement, Prospectus or other matter contemplated by Article VI hereof), the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost reasonable costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are actually incurred, excluding only Losses that arise directly out of or result directly from such Purchaser's or Related Person's gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as actually incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence arise directly out of or willful misconduct relate directly to any breach by a Purchaser of any of the applicable representations, warranties or covenants made by such Purchaser or entity in connection with the transactions contemplated by this Agreement. If the Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under the Transaction Documents or applicable law, the Company shall pay or promptly reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to promptly reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this paragraph.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a "Related Person") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser's or Related Person's gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all reasonable costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation acquisition of the transactions contemplated by Transaction DocumentsSecurities, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason Subscriber or any of its gross negligence affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Subscriber or any of its affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, person in connection with or as a result of any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the consummation of the transactions contemplated by Company in any Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser Subscriber or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any losses incurred in connection therewith, as such expenses or losses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay excluding only losses that result directly from such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers Subscribers’ or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials Related Person’s gross negligence or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreementwillful misconduct. The reimbursement indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Subscribers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers Subscribers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Subscriber or entity Related Person in connection with such transactions; provided, however, that the transactions contemplated by Subscriber shall not be liable for any Loss that in the aggregate exceeds the Subscriber’s Aggregate Purchase Price tendered hereunder. If the Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Subscribers on demand for all costs for collection and enforcement (including reasonable attorneys’ fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Subscribers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph. Notwithstanding anything in this Section 5(f) to the contrary, the Company’s liability to the Subscriber hereunder shall not exceed the Subscriber’s Aggregate Purchase Price.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.5(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If the Investor or any Purchaser, other than by reason of its gross negligence affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of the Investor or any of its affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation of any type brought by or against any Person, including stockholders of the Company, person in connection with or as a result of the consummation of the transactions contemplated by any Transaction DocumentsDocument, the Company will reimburse such Purchaser indemnify and hold harmless the Investor or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any losses of any type incurred in connection therewith, as such expenses or losses are incurred, excluding only losses that result directly from the Investor’s or Related Person’s gross negligence, willful misconduct, any failure to comply with any representation, warranty, term or provision of this Agreement or violation of law. In addition, other than with respect the Company shall indemnify and hold harmless the Investor and Related Person from and against any and all losses of any type, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other would constitute such a breach. The conduct of any proceedings relating to for which indemnification is available under this paragraph shall be governed by Section 3 of the subject matter of this Registration Rights Agreement. The reimbursement indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Investor and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to If the Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under such Transaction Document or any Person asserting claims on behalf applicable law, the Company shall pay or reimburse the Investor for all costs of or in right collection and enforcement (including reasonable attorneys’ fees and expenses). Without limiting the generality of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any lossesforegoing, claims, damages, liabilities or expenses incurred by the Company result from specifically agrees to reimburse the gross negligence or willful misconduct Investor for all costs of enforcing the applicable Purchaser or entity indemnification obligations in connection with the transactions contemplated by this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, Purchaser becomes involved in any capacity in any action, proceeding or investigation brought Proceeding by or against any Person, including stockholders Person who is a stockholder of the Company, in connection with or Company (except as a result of the consummation sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder), solely as a result of such Purchaser’s acquisition of the transactions contemplated by Transaction DocumentsSecurities under this Agreement, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition; provided, other than that the Company shall only be required to reimburse any Purchaser pursuant to this Section 4.9 with respect to any matter a Proceeding in which a Purchaser is a named party, (i) the Company will pay such Purchaser Proceeding primarily results from the charges, as reasonably determined by such Purchaser, for Company’s breach of the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter terms of this AgreementAgreement and (ii) the Proceeding does not primarily result from any action in violation of the terms of this Agreement or other wrongful acts by the Purchaser requesting reimbursement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or company solely as a result of acquiring the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by Securities under this Agreement.

Reimbursement. If any Purchaser(i) the Lender, other than by reason of its breach of this Agreement, by reason of its trading of the Common Stock in a manner that is illegal under the federal securities laws,gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsAgreements, or if the Lender is impleaded in any such action, proceeding or investigation by any Person, or (ii) the Lender, other than by reason of its breach of this Agreement, gross negligence or willful misconduct or by reason of its trading of the Common Stock in a manner that is illegal under the federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Agreements, or if the Lender is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company will reimburse such Purchaser the Lender for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Lender who or which are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Lender and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Lender and any such Affiliate affiliate and any such Personperson. The Company also agrees that neither the Purchasers Lender nor any such Affiliatesaffiliate, partnerspartner, directorsdirector, agentsagent, employees employee or controlling persons person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of any of the Transaction Documents Agreements, except to the extent that any lossesfor claims arising from Lender's material breach of this Agreement, claims, damages, liabilities or expenses incurred by the Company result from the its gross negligence or willful misconduct misconduct, or by reason of its trading of the applicable Purchaser Common Stock in a manner that is illegal under the federal securities laws, and except as may be expressly and specifically provided in or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser any of the Purchasers is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct, or breach of any provision of the Transaction Documents. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 5(c) of the Registration Rights Agreements. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from such Purchaser’s violation of law, material breach of this Agreement or the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a "Related Person") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser's or Related Person's gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, Purchaser becomes involved in any capacity in any action, proceeding or investigation brought Legal Proceeding by or against any Person, including stockholders Person who is a stockholder of the CompanyCompany (except as a result of sales, in connection pledges, margin sales and similar transactions by Purchaser to or with any current stockholder or as a result of a breach of Purchaser’s representations, warranties or covenants under the consummation Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance), solely as a result of Purchaser’s acquisition of the transactions contemplated by Transaction DocumentsCommon Stock under this Agreement, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any the liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation Common Stock under this Agreement (unless such claim arises primarily from a breach of Purchaser’s representations, warranties or covenants under the Transaction Documents except to the extent that or any lossesagreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementmalfeasance).

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, Purchaser becomes involved in any capacity in any action, proceeding or investigation brought Proceeding by or against any Person, including stockholders Person who is a stockholder of the Company, in connection with or Company (except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder and except for a Proceeding which is based upon a breach of such Purchaser's representations, warranties or covenants under the consummation Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by such Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance), solely as a result of such Purchaser's acquisition of the transactions contemplated by Transaction DocumentsSecurities under this Agreement, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Other than with respect to willful misconduct by a Purchaser in connection with the acquisition of the Securities, the Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by Securities under this Agreement.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments (other than transactions brought by the investors or shareholders of such Purchaser against such Purchaser), the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or promptly reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys’ fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to promptly reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If the Purchaser or any Purchaser, other than by reason of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of the Purchaser or any of its Affiliates (a "RELATED PERSON") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse such indemnify and hold harmless the Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result from the Purchaser's or Related Person's gross negligence, willful misconduct or breaches of the Purchaser's representations, warranties, covenants and agreements contained in the Transaction Documents. In addition, other than with respect the Company shall indemnify and hold harmless the Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to would constitute such a breach. The conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by the subject matter indemnification provisions of this the Registration Rights Agreement. The reimbursement indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from (a) the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions or (b) breaches of the transactions contemplated by Purchaser's representations, warranties, covenants or agreements contained in the Transaction Documents. If the Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchaser on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). The Company specifically agrees to reimburse the Purchaser on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any either Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a any Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates Affiliate of the Purchasers such Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers such Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers such Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers such Purchaser nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable such Purchaser or entity in connection with the transactions contemplated by its breach of this Agreement.

Reimbursement. If any Purchaserthe Investor, other than by reason of its ------------- gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation sale of Common Stock by the transactions contemplated by Transaction DocumentsCompany to the Investor (excluding violations of Section 11 under the Securities Act), the Company will reimburse such Purchaser the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser the Investor is a named party, the Company will pay such Purchaser the Investor the charges, as reasonably determined by such Purchaserthe Investor, for the time of any officers or employees of such Purchaser the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers who are Investor actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Investor and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Investor and any such Affiliate affiliate and any such Person. The Company also agrees that neither the Purchasers Investor nor any such Affiliatesaffiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation sale of Common Stock by the Transaction Documents Company to the Investor (excluding violations of Section 11 under the Securities Act), except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Investor or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any PurchaserInvestor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser any Investor is a named party, the Company will pay such Purchaser Investor the charges, as reasonably determined by such PurchaserInvestor, for the time of any officers or employees of such Purchaser Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers any Investor who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons Controlling Persons (if any), as the case may be, of the Purchasers such Investor and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers such Investor and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Investors nor any such Affiliates, partners, directors, agents, employees or controlling persons Controlling Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Investors or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason of its gross ------------- negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser any of the Purchasers is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, the Purchaser becomes involved in any capacity in any action, proceeding or investigation brought Proceeding by or against any Person, including stockholders Person who is a stockholder of the CompanyCompany (except as a result of sales, in connection pledges, margin sales and similar transactions by the Purchaser to or with or any current stockholder), solely as a result of the consummation Purchaser’s acquisition of the transactions contemplated by Transaction DocumentsPurchased Shares under this Agreement, the Company will reimburse such the Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition; provided, other than that the Company shall only be required to reimburse the Purchaser pursuant to this Section 4.9 with respect to any matter a Proceeding in which a Purchaser is a named party, (i) the Company will pay such Purchaser Proceeding primarily results from the charges, as reasonably determined by such Purchaser, for Company’s breach of the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter terms of this AgreementAgreement and (ii) the Proceeding does not primarily result from any action in violation of the terms of this Agreement or other wrongful acts by the Purchaser requesting reimbursement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by Purchased Shares under this Agreement.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments other than one brought by the applicable Purchaser or a Related Person thereof, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Subject to the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments (other than relating to the Registration Statement, the Prospectus or any other matter covered by the indemnity in Article VI hereof), the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost reasonable costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, if and as such expenses or Losses are actually incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct or as a result of any material breach by such Purchaser of any of the representations, warranties or covenants made by such Purchaser in this Agreement or any other Transaction Document. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, if and as actually incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company or result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions or as a result of any material breach by such Purchaser of any of the transactions contemplated representations, warranties or covenants made by such Purchaser in this AgreementAgreement or any other Transaction Document. If the Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses) actually incurred. Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all actually incurred costs of enforcing the indemnification obligations in this paragraph.

Reimbursement. If any Purchaser, The Company shall reimburse the Purchaser for its reasonable ------------- legal expenses and other than reasonable expenses (including the cost of investigation and preparation) as incurred by reason of its gross negligence or willful misconduct, becomes involved in any capacity the Purchaser in any action, proceeding or investigation brought by or against any Personthird parties, including stockholders of the Company, against the Company or the Purchaser in connection with or as a result of (i) any undertaking, act, omission or transaction of the Company or (ii) as a result of the consummation of the transactions contemplated by Transaction Documentsthis Agreement, which constitutes a breach of the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurredCompany's representations under this Agreement. In addition, other than with respect to any matter in which a the Purchaser is a named party, the Company will pay such the Purchaser the charges, as reasonably determined by such the Purchaser, for the time of any officers or employees of such the Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, trials and other proceedings relating to the subject matter of this Agreementsuch claims. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the 10 Company in connection with or as a result of the consummation of the Transaction Documents this Agreement except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence actions or willful misconduct conduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, (i) a Buyer becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if a Buyer is impleaded in any such action, proceeding or investigation by any Person, or (ii) the Buyer, other than by reason of its own gross negligence, willful misconduct or breach of law (as adjudicated by a court of law having proper jurisdiction and such adjudication is not subject to appeal), becomes a party defendant in any capacity in any action or proceeding brought by the SEC against or involving the Company will or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if a Buyer is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company shall promptly reimburse such Purchaser the Buyer for its or their reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers Buyer who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons Persons (if any), as the case may be, of the Purchasers Buyer, and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Buyer, and any such Affiliate and any such Person. The Except as otherwise set forth in the Transaction Documents, the Company also agrees that neither the Purchasers any Buyer, nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this AgreementDocuments.

Reimbursement. If the Holder and/or any Purchaser, other than by reason of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, member, manager, investment advisor, employee or agent of the Holder or any of its Affiliates (each a "Related Person") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments (except per the indemnification provisions set forth in Section 7.4 hereof), the Company will reimburse such Purchaser indemnify and hold harmless the Holder and each Related Person for its their reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewiththerewith which are determined by a court of competent jurisdiction in a non-appealable order to have resulted from the gross negligence, as such expenses are incurredwillful misconduct or fraud of the Company or its Affiliates. In addition, other than with respect the Company shall indemnify and hold harmless the Holder and Related Person from and against any and all Losses arising out of or relating to any matter breach by the Company of any representation, warranty or covenant made by the Company in this Agreement or any other Transaction Document, or any allegation by a third party that, if true, would constitute such a breach. The conduct of any Proceedings for which a Purchaser indemnification is a named partyavailable under this paragraph shall be governed by Section 7.4(c) below. Subject to Section 7.4 below, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Holder and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers Holder nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Holder or entity Related Person in connection with such transactions. If the transactions contemplated Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Holder on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Holder for all costs of enforcing the indemnification obligations in this paragraph as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review. Notwithstanding anything to the contrary contained in this AgreementSection 5.8 to the contrary, this Section 5.8 shall not provide any Person with any additional remedy for any claim provided by the provisions of Section 6.4 hereof.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a "RELATED PERSON") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser's or Related Person's gross negligence, willful misconduct or any representation or warranty of such Purchaser contained in any Transaction Document being untrue or incorrect in any material respect. In addition, other than with respect (i) the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by SECTION 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions or any representation or warranty made by the transactions contemplated applicable Purchaser contained in any of the Transaction Documents being untrue or incorrect in any material respect. If the Company breaches its respective obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or promptly reimburse the Purchasers on demand and presentation of appropriate invoices therefor for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to promptly reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this paragraph. In the event the Company paid for Losses which it is ultimately determined (by this Agreementa court of competent jurisdiction in a final judgment not subject to appeal or review) resulted from the gross negligence, willful misconduct or breach of representation in any material respect by an applicable Purchaser or Related Party, then the Company shall be entitled to recover such payments from such Purchaser and/or Related Party.

Reimbursement. If any either Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect incurred in an amount not to any matter exceed $100,000 in which the aggregate for both Purchasers as a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreementwhole. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates Affiliate of the Purchasers such Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers such Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers such Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers such Purchaser nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Purchaser. Notwithstanding anything to the applicable contrary, the Company shall not be obligated to pay any reimbursements hereunder in the event that a court, in a final unappealable judgement, determines that such Purchaser or entity in connection with is liable for the transactions contemplated by this Agreementact upon which reimbursement is sought and the Company may condition payment of any reimbursement hereunder upon receipt of an undertaking reasonably satisfactory to the Company to repay any such reimbursement.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser any of the Purchasers is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any PurchaserPurchaser or any Affiliate, other than by reason officer, director, partner, controlling person, employee or agent of its gross negligence or willful misconduct, a Purchaser (a "RELATED PERSON") becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents (except for such as may arise from any breach or violation by any Purchaser of its articles of incorporation, bylaws, or any agreement or other instrument (other than the Transaction Documents) binding on, or any law or regulation applicable to, such Purchaser or its property or assets), the Company will reimburse such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such shall indemnify and hold harmless each Purchaser and Related Person from and against any and all losses, claims, damages, liabilities, costs and expenses including those arising out of the charges, as reasonably determined by such Purchaser, for the time of any officers sole or employees contributory negligence of such Purchaser devoted or any Related Person (including legal costs and costs of investigation, preparation and travel) (collectively, "LOSSES"), as incurred, arising out of or relating to appearing and preparing to appear as witnessesany breach by the Company of any of the representations, assisting 19 20 warranties or covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trialswould constitute such a breach, and other proceedings relating to the subject matter of this Agreementexcluding only Losses that result from such Purchaser's or Related Person's gross negligence or willful misconduct. The reimbursement and indemnification obligations of the Company under this paragraph shall survive any termination of this Agreement, shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by this AgreementCompany breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses).

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments (except per the indemnification provisions set forth in Section 6.4 hereof), the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewiththerewith which are determined by a court of competent jurisdiction in a non-appealable order to have resulted from the gross negligence, as such expenses are incurredwillful misconduct or fraud of the Company or its Affiliates. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses arising out of or relating to any matter breach by the Company of any of the representations, warranties or covenants made by the Company in this Agreement or any other Transaction Document, or any allegation by a third party that, if true, would constitute such a breach. The conduct of any Proceedings for which a Purchaser indemnification is a named partyavailable under this paragraph shall be governed by Section 6.4(c) below. Subject to Section 6.4 below, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers for all costs of enforcing the indemnification obligations in this paragraph as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review. Notwithstanding anything to the contrary contained in this Agreement.Section 4.8 to the contrary, this Section 4.8 shall not provide any Person with any additional remedy for any claim provided by the provisions of Section 6.4 hereof. CONDITIONS

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, Purchaser becomes involved in any capacity in any action, proceeding or investigation brought Proceeding by or against any PersonPerson who is a stockholder and except if such claim arises primarily from a breach of such Purchaser's representations, including stockholders warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder of the Company, in connection with or Company (except as a result of the consummation sales, pledges, margin sales and similar transactions by such Purchaser to or with any other stockholder), solely as a result of such Purchaser's acquisition of the transactions contemplated by Transaction DocumentsSecurities under this Agreement, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation Securities under this Agreement, except if such claim arises primarily from a breach of such Purchaser's representations, warranties or covenants under the Transaction Documents except to the extent that or any losses, claims, damages, liabilities agreements or expenses incurred understandings such Purchaser may have with any such stockholder or any violations by the Company result from the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence or negligence, willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementmalfeasance.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, fraud, or misrepresentation, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser any of the Purchasers is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct misconduct, fraud or misrepresentation of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser(i) Investor, other than by reason of its gross negligence negligence, willful misconduct or willful misconductfraudulent action(s), or by reason of its trading of Common Stock in a manner that is illegal under the federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Investor is impleaded in any such action, proceeding or investigation by any person, or (ii) Investor, other than by reason of its gross negligence, willful misconduct or fraudulent action(s) or by reason of its trading of the Common Stock in a manner that is illegal under the federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse such Purchaser Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser Investor is a named party, the Company will pay such Purchaser to Investor the charges, as reasonably determined by such PurchaserInvestor, for the time of any officers or employees of such Purchaser Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearingshearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers who Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of the Purchasers Investor and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives successors of the Company, the Purchasers Investor and any such Affiliate affiliate and any such Personperson. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability [*NOTE: It may be appropriate to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except move this provision to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this AgreementSection 10 (Indemnification).]

Reimbursement. If (i) any PurchaserBuyer, other than by reason of its gross negligence negligence, willful misconduct or willful misconductbreach of law, becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsAgreements, or if such Buyer is impleaded in any such action, proceeding or investigation by any Person, or (ii) any Buyer, other than by reason of its gross negligence, willful misconduct or breach of law, becomes a party defendant in any capacity in any action or proceeding brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Agreements, or if such Buyer is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company will reimburse such Purchaser Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers Buyers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Buyers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Buyers and any such Affiliate and any such Person. The Except as otherwise set forth in the Transaction Agreements, the Company also agrees that neither the Purchasers any Buyer nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Buyer or from a breach of the applicable Purchaser representations, covenants and conditions contained herein or entity in connection with the transactions contemplated by this Agreementfrom a breach of law.

Reimbursement. If (i) Investor, other than by reason of its gross ------------- negligence or willful misconduct, becomes involved in any Purchasercapacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Investor is impleaded in any such action, proceeding or investigation by any person, or (ii) Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC (or any other regulatory agency) against any Person, including stockholders of or involving the Company, Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse such Purchaser Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser Investor is a named party, the Company will pay such Purchaser to Investor the charges, as reasonably determined by such PurchaserInvestor, for the time of any officers or employees of such Purchaser Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearingshearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers who Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of the Purchasers Investor and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives successors of the Company, the Purchasers Investor and any such Affiliate affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementperson.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a "RELATED PERSON") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its actual and reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only expenses and Losses that result directly from (i) such Purchaser's or Related Person's gross negligence or willful misconduct or (ii) any breach by such Purchaser of any of the representations, warranties or covenants made by such Purchaser in this Agreement or any other Transaction Document. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person and each Purchaser shall indemnify and hold harmless the Company from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined breach by such Purchaser, for the time party of any officers of the representations, warranties or employees of covenants made by such Purchaser devoted to appearing and preparing to appear as witnesses, assisting party in preparation for hearings, trials this Agreement or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and any other proceedings relating to the subject matter of this AgreementTransaction Document. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by SECTION 6.4(C) below. The indemnification obligations of the Company any party under this paragraph shall be in addition to any liability which the Company that such party may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, Company or the Purchasers and any such Affiliate and any such PersonRelated Persons, as the case may be. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions or any breach by such Purchaser of any of the transactions contemplated representations, warranties or covenants made by such Purchaser in this AgreementAgreement or any other Transaction Document. If the Company or any Purchaser breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company or such Purchaser may have under any Transaction Document or applicable law, the Company or such Purchaser promptly shall pay or reimburse the Purchasers or the Company, as the case may be, for all costs of collection and enforcement, including the indemnification obligations under this paragraph and reasonable attorneys' fees and expenses.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments (other than transactions brought by the investors or shareholders of such Purchaser against such Purchaser), the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or promptly reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to promptly reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Purchasers or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If In the event that any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Personperson, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by pursuant to the Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, with respect to each Purchaser, other than with respect to any matter in which a such Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliate of the Purchasers who are actually named in such action, proceeding or investigation, each Purchaser and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers each Purchaser and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers each Purchaser and any such Affiliate affiliate and any such Personperson. The Company also agrees that neither the Purchasers nor no Purchaser or any such Affiliatesaffiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable such Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If (i) any Purchaser, other than by reason of its gross negligence negligence, willful misconduct or willful misconductbreach of law, becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if such Purchaser is named in any such action, proceeding or investigation by any Person, or (ii) any Purchaser, other than by reason of its gross negligence, willful misconduct or breach of law, becomes a party defendant in any capacity in any action or proceeding brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if such Purchaser is named in any such action, proceeding or investigation by any Person, then in any such case, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Except as otherwise set forth in the Transaction Documents, the Company also agrees that neither the Purchasers any Purchaser nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable such Purchaser or entity in connection with from a breach of the transactions contemplated by this Agreementrepresentations, covenants and conditions contained herein or from a breach of law.

Reimbursement. If (i) any Purchaser, other than by reason of its gross negligence or willful misconductmisconduct or violation of any applicable law, rule or regulation, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, or is impleaded in any such action, proceeding or investigation, or (ii) any Purchaser, other than by reason of its gross negligence or willful misconduct or by reason of its trading of the Company's securities in a manner that is illegal under the federal securities laws, rules or regulations or by reason of its violation of any other law, becomes involved in any capacity in any action, proceeding or investigation brought by the Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a such Purchaser is a named partyparty or is impleaded, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearingshearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate affiliate and any such Person. The Company also agrees that neither the Purchasers any Purchaser nor any such Affiliatesaffiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct or violation of the applicable Purchaser law, rule or entity in connection with the transactions contemplated regulation by this Agreementsuch Purchaser.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a "Related Person") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments other than one brought by the applicable Purchaser or a Related Person thereof, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser's or Related Person's gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses) provided that the maximum liability to the Purchaser of the Company, and any of its Officers, Directors or Affiliates, including all claims of reimbursement and indemnification, shall be no greater than an amount equal to 115% of the amount of the purchase price paid by the Purchaser for the Shares (the "Limit"). Subject to the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including expenses, not to exceed the cost of more than one law firm, but including the costs of any investigation investigation, preparation and preparation) travel, and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, except if such Losses result from the gross negligence or willful misconduct of such Purchaser. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 5(c) of the Registration Rights Agreements. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses, not to exceed the cost of more than one law firm). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If (i) any Purchaser, other than by reason of its gross negligence or willful misconductmisconduct or violation of any applicable law, rule or regulation, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, or is impleaded in any such action, proceeding or investigation, or (ii) any Purchaser, other than by reason of its gross negligence or willful misconduct or by reason of its trading of the Company's Securities in a manner that is illegal under the federal securities laws, rules or regulations or by reason of its violation of any other law, becomes involved in any capacity in any action, proceeding or investigation brought by the Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a such Purchaser is a named partyparty or is impleaded, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearingshearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate affiliate and any such Person. The Company also agrees that neither the Purchasers any Purchaser nor any such Affiliatesaffiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct or violation of the applicable Purchaser law, rule or entity in connection with the transactions contemplated regulation by this Agreementsuch Purchaser.

Reimbursement. If any the Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such the Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a the Purchaser is a named party, the Company will pay such the Purchaser the charges, as reasonably determined by such the Purchaser, for the time of any officers or employees of such the Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful -15- Convertible Preferred Stock Purchase Agreement misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsDocuments other than one brought by the applicable Purchaser or a Related Person thereof, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which 49 indemnification is available under this paragraph shall be governed by Section 6.4(c). The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Subject to the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any In the event that the Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Personperson, including any Purchaser or stockholders of the Company, in connection with or as a result of (a) any misrepresentation or breach of any representation or warranty made by the consummation Company in this Agreement or the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the transactions Company contained in this Agreement or the Transaction Documents or any other certificate, instrument or document hereby or thereby, or (c) any cause of action, suit or claim brought or made against the Purchaser and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or the Transaction Documents or any other certificate, instrument or document contemplated by Transaction Documentshereby or thereby, the Company will reimburse such Purchaser for its reasonable legal and other actual out-of-pocket expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliate of the Purchasers who are actually named in such action, proceeding or investigation, Purchaser and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate affiliate and any such Person. The Company also agrees that neither the Purchasers nor Purchaser or any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of this Agreement or any of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement or the Registration Rights Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of its obligations hereunder which is permissible under applicable law.

Reimbursement. If any Purchaser, other than by reason Investor or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Investor or any of its Affiliates (a "Related Person") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by Transaction Documentsthis Agreement, the Company will reimburse indemnify and hold harmless such Purchaser Investor or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Investor's or Related Person's gross negligence, willful misconduct, any failure to comply with any representation, warranty, term or provision of this Agreement or violation of law. In addition, other than with respect the Company shall indemnify and hold harmless each Investor and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to would constitute such a breach. The conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 3 of the subject matter of this Registration Rights Agreement. The reimbursement indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Investors and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to If the Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or any Person asserting claims on behalf applicable law, the Company shall pay or reimburse the Investors for all costs of or in right collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any lossesforegoing, claims, damages, liabilities or expenses incurred by the Company result from specifically agrees to reimburse the gross negligence or willful misconduct Investors for all costs of enforcing the applicable Purchaser or entity indemnification obligations in connection with the transactions contemplated by this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason Upon termination of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or this Agreement pursuant to Section 11.01(c)(iii) as a result of a failure to perform a covenant or agreement of the consummation Company set forth in this Agreement, the Company shall, to the extent requested by Parent, reimburse Parent and its Affiliates (by wire transfer of immediately available funds), no later than two Business Days after such request, for up to a maximum of Seven Million, Five Hundred Thousand Dollars ($7,500,000) (in the aggregate) of their reasonable out-of-pocket fees and expenses (including reasonable fees and expenses of their counsel) actually incurred by any of them in connection with this Agreement and the transactions contemplated by Transaction Documentshereby, the Company will reimburse such Purchaser for its reasonable legal provided, that (i) if Parent and other expenses (including the cost of any investigation Merger Subsidiary request and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees receive payment of such Purchaser devoted fees and expenses pursuant to appearing this Section 12.04(c), then the parties hereby agree (for and preparing on behalf of themselves and their Affiliates) that such payment shall deemed to appear as witnessesbe liquidated damages for any and all damages, assisting losses, fees and expenses suffered or incurred by Parent and its Affiliates arising out of this Agreement and the transactions contemplated hereby, and Parent and its Affiliates shall not be entitled to (and shall not) bring any suit, claim or other legal proceeding (whether at law or in preparation for hearings, trials or pretrial mattersequity) for, or otherwise receive payment for any other damages, losses, fees or expenses otherwise suffered or incurred by any such parties as a result of or in connection with respect to inquiries, hearings, trialsthis Agreement or the transactions contemplated hereby, and (ii) if Parent or any of its Affiliates shall file a suit, claim or other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, legal proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to against the Company or any Person asserting claims on behalf of its Affiliates alleging or in right otherwise based upon the Company’s failure to perform a covenant or agreement of the Company set forth in connection with this Agreement (other than a suit, claim or as a result of other legal proceeding to collect the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions expense reimbursement fee contemplated by this AgreementSection 12.04(c)), then Parent and its Affiliates shall be deemed to have irrevocably and unconditionally waived any and all right to receive (and shall not be entitled to receive) any expense reimbursement fee pursuant to this Section 12.04(c) regardless of the outcome of any such suit, claim or other legal proceeding.

Reimbursement. If any the Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documentshereby, the Company will reimburse such the Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a the Purchaser is a named party, the Company will pay such the Purchaser the charges, as reasonably determined by such the Purchaser, for the time of any officers or employees of such the Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or to any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents transactions contemplated hereby except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Company shall only be responsible for reimbursement obligations pursuant to this Section 3.10 to the extent that they arise solely from this Agreement, exclusive of Purchaser's beneficial ownership of other securities of the Company, the role of any partner of Purchaser on the Company's Board of Directors and the role of any of Purchaser's designees on the Company's Board of Directors.

Reimbursement. If any In the event that a Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by pursuant to the Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a such Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such each Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates Affiliate of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable such Purchaser or entity in connection with the transactions contemplated by this Agreement. The Purchasers shall not, without the prior written consent of the Company, effect any settlement of any action in respect of which the Company is a party.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Purchaser or any of its Affiliates (a "RELATED PERSON") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 5(c) of the Registration Rights Agreements. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company or any Purchaser breaches its respective obligations under any Transaction Document, then, in addition to any other liabilities the Company or the Purchaser, as the case may be, may have under any Transaction Document or applicable law, the breaching party shall pay or reimburse the non-breaching party on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph; provided that at the request of the Company the Purchasers shall deliver reasonable documentation of such costs.

Reimbursement. If any Purchaser(i) the Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, or (ii) the Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Investor is impleaded in any such action, proceeding or investigation by any person or entity, then in any such case, the Company will reimburse such Purchaser the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser the Investor is a named party, the Company will pay such Purchaser the Investor the charges, as reasonably determined by such Purchaserthe Investor, for the time of any officers or employees of such Purchaser the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearingshearing, trials or pretrial matters, or otherwise with respect to inquiries, hearingshearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Investor who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Investor and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Investor and any such Affiliate and any such Personperson or entity. The Company also agrees that neither the Purchasers Investor nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Investor or entity any inaccuracy in connection with any representation or warranty of the transactions contemplated Investor contained herein or any breach by this Agreement.the Investor of any of the provisions hereof. [INTENTIONALLY LEFT BLANK]

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a "Related Person") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser's or Related Person's misrepresentation, gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party that, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the misrepresentation, gross negligence or negligence, willful misconduct or breach of any Transaction Document of or by the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, Purchaser becomes involved in any capacity in any action, proceeding or investigation brought Proceeding by or against any Person, including stockholders Person who is a stockholder of the Company, in connection with or Company (except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any other stockholder and except if such claim arises primarily from a breach of such Purchaser’s representations, warranties or covenants under the consummation Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance), solely as a result of such Purchaser’s acquisition of the transactions contemplated by Transaction DocumentsSecurities under this Agreement, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation Securities under this Agreement, except if such claim arises primarily from a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents except to the extent that or any losses, claims, damages, liabilities agreements or expenses incurred understandings such Purchaser may have with any such stockholder or any violations by the Company result from the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence or negligence, willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementmalfeasance.

Reimbursement. If any the Purchaser, other than by reason of its gross negligence negligence, willful misconduct or willful misconductfraud, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such the Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a the Purchaser is a named party, the Company will pay such the Purchaser the charges, as reasonably determined by such the Purchaser, for the time of any officers or employees of such the Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason Purchaser or any of its gross negligence Affiliates or willful misconductany officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a "Related Person") becomes involved in any capacity in any action, proceeding or investigation Proceeding brought by or against any Person, including stockholders of the Company, Person in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser's or Related Person's misrepresentation, gross negligence or willful misconduct. In addition, other than with respect the Company shall indemnify and hold harmless the Purchaser and Related Person from and against any and all Losses, as incurred, arising out of or relating to any matter in which a Purchaser is a named party, breach by the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers of the representations, warranties or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting covenants made by the Company in preparation for hearings, trials this Agreement or pretrial mattersany other Transaction Document, or otherwise with respect to inquiriesany allegation by a third party hat, hearingsif true, trials, and other proceedings relating to the subject matter of this Agreementwould constitute such a breach. The reimbursement conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses Losses incurred by the Company result from the misrepresentation, gross negligence or negligence, willful misconduct or breach of any Transaction Document of or by the applicable Purchaser or entity Related Person in connection with such transactions. If the transactions contemplated by Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchaser on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchaser on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph.

Reimbursement. If any Purchaser(i) the Buyer, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Buyer is impleaded in any such action, proceeding or investigation by any person, or (ii) the Buyer, other than by reason of its gross negligence or willful misconduct or by reason of its trading of the Common Stock in a manner that is illegal under the federal or state securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Buyer is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse such Purchaser the Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser Buyer is a named party, the Company will pay such Purchaser to the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted Buyer reasonable out-of-pocket costs with respect to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearingshearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph SECTION 4(K) shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers who Buyer that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Buyer and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Buyer and any such Affiliate affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementperson.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, Purchaser becomes involved in any capacity in any action, proceeding or investigation brought Proceeding by or against any Person, including stockholders Person who is a stockholder of the CompanyCompany (except as a result of sales, in connection pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder or as a result of a breach of such Purchaser’s representations, warranties or covenants under the consummation Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance), solely as a result of such Purchaser’s acquisition of the transactions contemplated by Transaction DocumentsSecurities under this Agreement, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation Securities under this Agreement (unless such claim arises primarily from a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents except to the extent that or any losses, claims, damages, liabilities agreements or expenses incurred understandings such Purchaser may have with any such stockholder or any violations by the Company result from the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence or negligence, willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementmalfeasance).

Reimbursement. If any Purchaser, other than by reason Upon termination of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or this Agreement pursuant to Section 11.01(c)(iii) as a result of a failure to perform a covenant or agreement of the consummation Company set forth in this Agreement, the Company shall, to the extent requested by Parent, reimburse Parent and its Affiliates (by wire transfer of immediately available funds), no later than two Business Days after such request, for up to a maximum of Seven Million, Five Hundred Thousand Dollars ($7,500,000) (in the aggregate) of their reasonable out-of-pocket fees and expenses (including reasonable fees and expenses of their counsel) actually incurred by any of them in connection with this Agreement and the transactions contemplated by Transaction Documentshereby, the Company will reimburse such Purchaser for its reasonable legal provided, that (i) if Parent and other expenses (including the cost of any investigation Merger Subsidiary request and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees receive payment of such Purchaser devoted fees and expenses pursuant to appearing this Section 12.04(c), then the parties hereby agree (for and preparing on behalf of themselves and their Affiliates) that such payment shall deemed to appear as witnessesbe liquidated damages for any and all damages, assisting losses, fees and expenses suffered or incurred by Parent and its Affiliates arising out of this Agreement and the transactions contemplated hereby, and Parent and its Affiliates shall not be entitled to (and shall not) bring any suit, claim or other legal proceeding (whether at law or in preparation for hearings, trials or pretrial mattersequity) for, or otherwise receive payment for any other damages, losses, fees or expenses otherwise suffered or incurred by any such parties as a result of or in connection with respect to inquiries, hearings, trialsthis Agreement or the transactions contemplated hereby, and (ii) if Parent or any of its Affiliates shall file a suit, Table of Contents claim or other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, legal proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to against the Company or any Person asserting claims on behalf of its Affiliates alleging or in right otherwise based upon the Company’s failure to perform a covenant or agreement of the Company set forth in connection with this Agreement (other than a suit, claim or as a result of other legal proceeding to collect the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions expense reimbursement fee contemplated by this AgreementSection 12.04(c)), then Parent and its Affiliates shall be deemed to have irrevocably and unconditionally waived any and all right to receive (and shall not be entitled to receive) any expense reimbursement fee pursuant to this Section 12.04(c) regardless of the outcome of any such suit, claim or other legal proceeding.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, Purchaser becomes involved in any capacity in any action, proceeding or investigation brought Legal Proceeding by or against any Person, including stockholders Person who is a stockholder of the CompanyCompany (except as a result of sales, in connection pledges, margin sales and similar transactions by Purchaser to or with any current stockholder or as a result of a breach of Purchaser's representations, warranties or covenants under the consummation Transaction Documents or any agreements or understandings Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance), solely as a result of Purchaser's acquisition of the transactions contemplated by Transaction DocumentsCommon Stock under this Agreement, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any the liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation Common Stock under this Agreement (unless such claim arises primarily from a breach of Purchaser's representations, warranties or covenants under the Transaction Documents except to the extent that or any lossesagreements or understandings Purchaser may have with any such stockholder or any violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementmalfeasance).

Reimbursement. If any Purchaserof the Purchasers, other than by reason of its gross negligence or willful misconduct, becomes become involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser any of the Purchasers is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Purchasers or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason Subscriber or any of its gross negligence affiliates or willful misconductany officer, director, partner, controlling person, employee or agent of a Subscriber or any of its affiliates (a “ Related Person ”) becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, person in connection with or as a result of any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the consummation of the transactions contemplated by Company in any Transaction Documents, the Company will reimburse indemnify and hold harmless such Purchaser Subscriber or Related Person for its reasonable legal and other expenses (including the cost costs of any investigation investigation, preparation and preparationtravel) and for any losses incurred in connection therewith, as such expenses or losses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay excluding only losses that result directly from such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers Subscribers’ or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials Related Person’s gross negligence or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreementwillful misconduct. The reimbursement indemnification obligations of the Company under this paragraph shall be in addition to any liability which that the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Subscribers and any such Affiliate and any such PersonRelated Persons. The Company also agrees that neither the Purchasers Subscribers nor any such Affiliates, partners, directors, agents, employees or controlling persons Related Persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of transactions contemplated by the Transaction Documents Documents, except to the extent that any losses, claims, damages, liabilities or expenses losses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Subscriber or entity Related Person in connection with such transactions; provided , however , that the transactions contemplated by Subscriber shall not be liable for any Loss that in the aggregate exceeds the Subscriber’s Aggregate Purchase Price tendered hereunder. If the Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Subscribers on demand for all costs for collection and enforcement (including reasonable attorneys’ fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Subscribers on demand for all costs of enforcing the indemnification obligations in this Agreementparagraph. Notwithstanding anything in this Section 5(f) to the contrary, the Company’s liability to the Subscriber hereunder shall not exceed the Subscriber’s Aggregate Purchase Price.

Reimbursement. If any the Purchaser, other than by reason of its gross ------------- negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by by, or on behalf of, or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, the Company will reimburse such the Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such the Purchaser the charges, as reasonably determined by such the Purchaser, for the time of any officers or employees of such the Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf behalf, of or in right of of, the Company in connection with with, or as a result of of, the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from materially misleading information or failure to state a material fact regarding information supplied by the Purchaser for any use, the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, the Purchaser becomes involved in any capacity in any action, proceeding or investigation brought Proceeding by or against any Person, including stockholders Person who is a stockholder of the CompanyCompany (except as a result of sales, in connection pledges, margin sales and similar transactions by the Purchaser to or with or any current stockholder), solely as a result of the consummation Purchaser’s acquisition of the transactions contemplated by Transaction DocumentsShares under this Agreement, the Company will reimburse such the Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and preparationtravel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser unless the Purchaser’s involvement is a named party, the Company will pay such Purchaser the charges, as reasonably determined by result of a breach of such Purchaser’s representations, for warranties or covenants under the time Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any officers conduct by the Purchaser which constitutes fraud, gross negligence or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreementwillful misconduct). The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or solely as a result of acquiring the consummation of the Transaction Documents Shares under this Agreement, except to the extent that such claims are based on a breach of any losses, claims, damages, liabilities representations and warranties or expenses incurred covenants made by the Company result from Purchaser in Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementmisconduct.

Reimbursement. If any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a such Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers such Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser Purchasers or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If any the Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, the Company will reimburse such the Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparationpreparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a any of the Purchaser is a named party, the Company will pay such the Purchaser the charges, as reasonably determined by such the Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreement.

Reimbursement. If (i) any Purchaser, other than by reason of its gross negligence or willful misconduct, Buyer becomes involved a party defendant in any capacity in any action, action or proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if any Buyer is impleaded in any such action, proceeding or investigation by any Person, or (ii) any Buyer, other than by reason of its own gross negligence, willful misconduct or breach of law (as adjudicated by a court of law having proper jurisdiction and such adjudication is not subject to appeal), becomes a party defendant in any capacity in any action or proceeding brought by the SEC against or involving the Company will or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if any Buyer is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company shall promptly reimburse such Purchaser any Buyer for its or their reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers any Buyer who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons Persons (if any), as the case may be, of the Purchasers any Buyer and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Buyer and any such Affiliate and any such Person. The Except as otherwise set forth in the Transaction Documents, the Company also agrees that neither the Purchasers any Buyer nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this AgreementDocuments.

Reimbursement. If (i) any Purchaser, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by Transaction Documents, or if such Purchaser impleaded in any such action, proceeding or investigation by any Person or (ii) any Purchaser, other than by reason of its gross negligence or willful misconduct or by reason of its trading of the Common Stock in a manner that is illegal under the federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if such Purchaser is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a such Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers any Purchaser nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementsuch Purchaser.

Reimbursement. If (i) any PurchaserBuyer, other than by reason of its gross negligence negligence, willful misconduct or willful misconductbreach of law, becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction DocumentsAgreements, or if such Buyer is impleaded in any such action, proceeding or investigation by any Person, or (ii) any Buyer, other than by reason of its gross negligence, willful misconduct or breach of law, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Agreements, or if such Buyer is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company will reimburse such Purchaser Buyer for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a named party, the Company will pay such Purchaser the charges, as reasonably determined by such Purchaser, for the time of any officers or employees of such Purchaser devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearings, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers Buyers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers Buyers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers Buyers and any such Affiliate and any such Person. The Except as otherwise set forth in the Transaction 14 Agreements, the Company also agrees that neither the Purchasers any Buyer nor any such AffiliatesAffiliate, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents Agreements except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of such Buyer or from a breach of the applicable Purchaser representations, covenants and conditions contained herein or entity in connection with the transactions contemplated by this Agreementfrom a breach of law.

Reimbursement. If any Purchaser(i) the Purchasers, other than by reason of its their gross negligence or willful misconduct, becomes become involved in any capacity in any action, proceeding or investigation brought by or against any Person, including stockholders shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Purchasers are impleaded in any such action, proceeding or investigation by any person, or (ii) the Purchasers, other than by reason of their gross negligence or willful misconduct or by reason of their trading of the Common Stock in a manner that is illegal under the federal securities laws, become involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if the Purchasers are impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse such Purchaser the Purchasers for its their reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which a Purchaser is a the Purchasers are named partyparties, the Company will pay such Purchaser to the Purchasers the charges, as reasonably determined by such Purchaserthe Purchasers, for the time of any officers or employees of such Purchaser the Purchasers devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearingshearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph Section 8.8 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates affiliates of the Purchasers who that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliateaffiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of the Transaction Documents except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligence or willful misconduct of the applicable Purchaser or entity in connection with the transactions contemplated by this Agreementperson.