Common use of Indemnification by Holders of Registrable Securities Clause in Contracts

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees and agents, each Person who controls the Company (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any other provision hereof, in no event shall the indemnification obligation of any Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement, each Holder any preliminary prospectus, Prospectus or form of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and in which a Holder is participating, such Holder shall indemnify, furnish to the full extent permitted by lawIssuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the CompanyIssuers and the Guarantors, the Company's their respective members, managers, directors, officers, employees agents and agentsemployees, each Person who controls the Company (within the meaning controlling person of the Securities Act) Issuers or any of the Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any investment adviser thereof or agent thereforand all Losses, against all lossesas incurred, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securitiessuch Registration Statement, any related prospectus preliminary prospectus, Prospectus or preliminary form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) , not misleading, in each case misleading to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state of a material fact is contained in or omitted from any information so furnished in writing by such registration statement or Holder to the Issuers and the Guarantors expressly for use in such related prospectusany Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use thereinsupplement thereto. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any selling Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such obligationHolder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement in which a Holder is participating, each such Holder any of whose Registrable Securities are covered thereby shall will furnish to the Company in writing such information and affidavits with respect to the name and address of such Holder and such other information as the Company may be reasonably requests required for use in connection with any such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall agrees to indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees its directors and agents, officers and each Person who controls the Company (within the meaning of the Securities Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus the Registration Statement or preliminary prospectus, Prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein thereto or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement; provided, however, that such Holder shall not be liable in any such case to the extent that prior to the filing of a material fact any such Registration Statement or an omission Prospectus or alleged omission amendment thereof or supplement thereto, such Holder has furnished in writing to state a material fact the Company information expressly for use in such registration statement Registration Statement or in such related prospectus, preliminary prospectus, Prospectus or any amendment thereof or supplement, as the case may be, supplement thereto which corrected or made or omitted, as the case may be, in reliance upon and in conformity with written not misleading information previously furnished to the Company by such Holder expressly for use thereinCompany. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesEach Selling Holder agrees, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnifyseverally but not jointly, to the full extent permitted by law, indemnify and hold harmless the Company, the Company's its officers, directors, officers, employees and agentsagents and each person, each Person if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) , together with the partners, officers, directors, employees and any investment adviser thereof agents of such controlling person (individually, a "Company Controlling Person" and collectively, the "Company Controlling Persons"), to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with reference to information related to such Selling Holder, or agent thereforits plan of distribution, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of furnished in writing by such Selling Holder or based upon any untrue or alleged untrue statement of a material fact contained on such Selling Holder's behalf expressly for use in any registration statement covering any or prospectus relating to such Selling Holder's Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission preliminary prospectus. In case any action or alleged omission proceeding shall be brought against the Company or its officers, directors, employees or agents or any such Company Controlling Persons or, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to state the Company, and the Company or its officers, directors, employees or agents or such Company Controlling Persons, shall have the rights and duties given to such Selling Holder, under Section 4.1. Each Selling Holder also agrees, severally but not jointly, to indemnify and hold harmless each other Selling Holder and any underwriters of the Registrable Securities, and their respective officers and directors and each person who controls each such other Selling Holder or underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above, with respect to information so furnished in writing by such persons specifically for inclusion in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use thereinstatement. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any Selling Holder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registration Statement in which a holder of Registrable SecuritiesSecurities is participating, each Holder any of whose Registrable Securities are covered thereby shall such holder will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with any such registration statement, any related Registration Statement or prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnifyand, to the full extent permitted by law, the Company, the Company's directors, officers, employees will indemnify and agents, each Person who controls hold harmless the Company (within the meaning of the Securities Act) and its Indemnitees against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securitiesthe Registration Statement, any related prospectus or preliminary prospectus, prospectus or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission to state in any thereof of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that the same arises out of or is based upon an such untrue statement (or alleged untrue statement of a material fact statement) or an omission (or alleged omission to state a material fact omission) is made in such registration statement Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may beany application, in reliance upon and in conformity with written information prepared and furnished to the Company by such Holder holder expressly for use therein. Notwithstanding , and such holder will reimburse the Company and each such Indemnitee for any reasonable legal or any other provision hereofreasonable expenses, including any amounts paid in no event shall any settlement effected with the indemnification consent of such holder, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation of any Holder to indemnify will be greater in amount than individual (and not joint and several) to each holder and will be limited to the dollar net amount of the proceeds received by such Holder upon holder from the sale of the Registrable Securities giving rise pursuant to such obligationregistration statement, less any other amounts paid by such holder in respect of such untrue statement, alleged untrue statement, omission or alleged omission. For the avoidance of doubt, a holder shall only be required to provide the foregoing indemnification in connection with information provided in such holder’s capacity as a holder of equity securities of the Company.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Holder any Each selling holder of whose Registrable Securities are covered thereby shall furnish will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by law, law the Company, the Company's each of its directors, officers, employees and agents, agents and each Person person who controls the Company within the meaning of the Securities Act and each underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such underwriter within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all any expenses, losses, judgments, claims, damagesdamages or liabilities, whether joint or several, insofar as such expenses, losses, judgments, claims, damages or liabilities and expenses (including costs of investigation and legal expensesor actions in respect thereof) arising arise out of or are based upon any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any registration statement covering any Registration Statement under which the sale of such Registrable SecuritiesSecurities was registered under the Securities Act, any related preliminary prospectus, final prospectus or preliminary prospectussummary prospectus contained in Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any omission (or alleged omission omission) to state in any thereof a material fact required to be stated therein or necessary to make the statements statement therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to if the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder selling holder expressly for use therein, and each selling holder of Registrable Securities shall reimburse the Company, its directors, officers employees and agents and each person who controls the Company, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, judgment, claim, damage, liability or action. Notwithstanding any other provision hereof, in no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnification obligation amount of any Holder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities giving rise to such obligationCompany or any indemnified party.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement in which the Holder is participating, each the Holder any of whose Registrable Securities are covered thereby shall will furnish to the Company in writing such information and affidavits with respect to the name and address of such Holder and such other information as the Company may be reasonably requests required for use in connection with any such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall indemnifyagrees to indemnity, to the full extent permitted by law, the Company, the Company's directors, officers, employees its directors and agents, officers and each Person who controls the Company (within the meaning of the Securities Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus the Registration Statement or preliminary prospectus, Prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein thereto or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement; provided, however, that such Holder shall not be liable in any such case to the extent that prior to the filing of a material fact any such Registration Statement or an omission Prospectus or alleged omission amendment thereof or supplement thereto, such Holder has furnished in writing to state a material fact the Company information expressly for use in such registration statement Registration Statement or in such related prospectus, preliminary prospectus, Prospectus or any amendment thereof or supplement, as the case may be, supplement thereto which corrected or made or omitted, as the case may be, in reliance upon and in conformity with written not misleading information previously furnished to the Company by such Holder expressly for use thereinCompany. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with Each selling holder of Registrable Securities will severally and not jointly, in the event that any registration statement covering Registrable Securities, each Holder is being effected under the Securities Act pursuant to this Agreement of any of whose Registrable Securities are covered thereby shall furnish held by such selling holder, indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by law, law the Company, the Company's each of its directors, officers, employees employees, and agents, agents and each Person who controls the Company (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all any losses, claims, judgments, damages, liabilities and liabilities, or expenses (including reasonable costs of investigation and legal expenses) arising whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any registration statement covering any Registration Statement under which the sale of such Registrable SecuritiesSecurities was registered under the Securities Act, any related prospectus or preliminary prospectus, final prospectus, or summary prospectus contained in the Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements statement therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but extent and only to the extent, extent that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Notwithstanding any other provision hereof, in no event Each selling holder's indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnification obligation amount of any Holder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities giving rise to such obligationCompany or any indemnified party.

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.8, but only with respect to (a) written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement covering Registrable Securities, each Holder any of whose or prospectus relating to the Registrable Securities are covered thereby shall furnish to the Company in writing of such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectusSelling Holder, or any amendment or supplement thereto, or any preliminary prospectus and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees and agents, each Person who controls the Company (within the meaning of the Securities Actb) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement covering any or prospectus relating to such Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any preliminary prospectus, or that arise out of or are based upon any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementtherein, in light of the circumstances under which they were made, not misleading and (i) not misleading, in each case that such Selling Holder knew to the extent, but only be untrue or knew to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or be an omission or alleged that such Selling Holder reasonably should have known to be untrue or reasonably should have known to be an omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to (ii) which the Company by such Holder expressly for use thereindid not know to be untrue or did not know to be an omission. Notwithstanding any other provision hereofthe foregoing, in no event shall will the indemnification obligation liability of any a Selling Holder be greater in amount than under this Section 2.9 or Section 2.11 or otherwise hereunder exceed the dollar amount of the net proceeds actually received by such Selling Holder upon from the sale of the its Registrable Securities giving rise hereunder. This indemnity shall be in addition to such obligationany liability each Selling Holder may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Each Holder any of whose Registrable Securities are covered thereby shall furnish included in a Registration Statement pursuant to the Company in writing such information provisions of this Section 6 will indemnify and affidavits with respect to such Holder as hold harmless the Company reasonably requests for use in connection with such registration statementand its officers, any related prospectus or preliminary prospectusdirectors, or any amendment or supplement theretoemployees, partners, stockholders, agents, representatives, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees and agents, each any Person who controls the Company or any of its subsidiaries or Affiliates (within the meaning of the Securities Act) (each, a “Company Indemnified Person”), from and against, and will reimburse such Company Indemnified Person with respect to, any investment adviser thereof and all Indemnifiable Costs and Expenses to which the Company or agent therefor, against all losses, claims, damages, liabilities such Company Indemnified Person may become subject under the Securities Act or otherwise and expenses (including costs of investigation and legal expenses) arising which arise out of or based upon result from any untrue or alleged untrue statement of a any material fact contained in any registration statement covering any Registrable Securitiessuch Registration Statement, any related prospectus or preliminary prospectus, Prospectus contained therein or any amendment or supplement thereto, or any omission or the alleged omission to state in therein any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementtherein, in light of the circumstances under in which they were made) , not misleading, in each case to the extent, but only to the extent, that the same arises out of such untrue statement or is based upon an omission or alleged untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was so made or omitted, as the case may be, solely in reliance upon and in substantial conformity with written information furnished to the Company by such Holder expressly specifically for use therein. Notwithstanding any other provision hereofin the preparation thereof; provided, in no event shall however, that the indemnification obligation liability of any Holder pursuant to this subsection (ii) shall be greater in limited to an amount than not to exceed the dollar amount of the net proceeds received by such Holder upon pursuant to the sale of the Registrable Securities giving Registration Statement which gives rise to such obligationobligation to indemnify.

Indemnification by Holders of Registrable Securities. In connection with Each selling holder of Registrable Securities will severally and not jointly, in the event that any registration statement covering Registrable Securities, each Holder is being effected under the Securities Act pursuant to this Agreement of any of whose Registrable Securities are covered thereby shall furnish held by such selling holder, indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by law, applicable law the Company, the Company's each of its directors, officers, employees employees, and agents, agents and each Person who controls the Company (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all any losses, claims, judgments, damages, liabilities and liabilities, or expenses (including reasonable costs of investigation and legal expenses) arising whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon (1) any untrue statement or alleged allegedly untrue statement of a material fact contained in any registration statement covering any Registration Statement under which the sale of such Registrable SecuritiesSecurities was registered under the Securities Act, any related prospectus preliminary Prospectus, final Prospectus, or preliminary prospectussummary Prospectus contained in the Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements statement therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case misleading to the extent, but extent and only to the extent, extent that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Notwithstanding any other provision hereof, in no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnification obligation amount of any Holder be greater in amount than the dollar amount of the net proceeds actually received by such Holder selling holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, Prospectus or form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), or any amendment or supplement thereto, and in which a Holder is participat­ing, such Holder shall indemnify, furnish to the full extent permitted by lawIssuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connec­tion with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the CompanyIssuers and the Guarantors, the Company's their respective members, managers, directors, officers, employees agents and agentsemployees, each Person who controls the Company (within the meaning controlling person of the Securities Act) Issuers or any of the Guarantors and the members, managers, directors, officers, partners, representatives, agents or employees of such controlling persons, to the fullest extent lawful, from and against any investment adviser thereof or agent thereforand all Losses, against all lossesas incurred, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securitiessuch Registration Statement, any related prospectus or preliminary prospectus, Prospectus or form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) , not misleading, in each case misleading to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state of a material fact is contained in or omitted from any information so furnished in writing by such registration statement or Holder to the Issuers and the Guarantors expressly for use in such related prospectusany Registration Statement, preliminary prospectus, Prospectus or form of prospectus (including, without limitation any “issuer free writing prospectus” as defined in Rule 433), or any amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use thereinsupplement thereto. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any selling Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such obligationHolder’s Maximum Contribu­tion Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registration Statement in which a Holder of Registrable SecuritiesSecurities is participating, each such Holder any of whose Registrable Securities are covered thereby shall will furnish to the Company Newport in writing such information and affidavits with respect to such Holder as the Company Newport reasonably requests for use in connection with any such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall indemnifyindemnify and hold harmless, to the full extent permitted by law, the Companybut without duplication, the Company's Newport, its officers, directors, officersstockholders, employees employees, advisors and agents, and each Person who controls the Company Newport (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement theretoin, or any omission or alleged omission to state in any thereof of a material fact required to be stated therein in, any Registration Statement or Prospectus or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, Prospectus in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact omission is contained in any information or an omission or alleged omission to state a material fact affidavit so furnished in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company writing by such Holder expressly to Newport specifically for use inclusion therein. Notwithstanding any other provision hereof, in In no event shall will the indemnification obligation liability of any Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Holders of Registrable Securities shall also indemnify Newport and hold harmless, to the full extent permitted by law, but without duplication, Newport, its officers, directors, employees, advisors and agents, and each Person who controls Newport (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any violations or alleged violations by Holders of Registrable Securities of Regulation M under the Exchange Act.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering in which a holder of Registrable SecuritiesSecurities is participating, each Holder any of whose Registrable Securities are covered thereby shall such holder will furnish to the Company Issuer in writing such information and affidavits with respect to such Holder as the Company Issuer reasonably requests for use in connection with any such registration statement, any related statement or prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnifyand, to the full extent permitted by law, will indemnify and hold harmless the Company, the Company's directors, officers, employees Issuer and agents, each Person who controls the Company (within the meaning of the Securities Act) and its Indemnitees against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities, joint or several, to which the Issuer or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any the registration statement covering any Registrable Securitiesstatement, any related prospectus or preliminary prospectus, prospectus or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission to state in any thereof of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that the same arises out of or is based upon an such untrue statement (or alleged untrue statement of a material fact statement) or an omission (or alleged omission to state a material fact omission) is made in such registration statement statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may beany application, in reliance upon and in conformity with written information prepared and furnished to the Company Issuer by such Holder holder expressly for use therein. Notwithstanding , and such holder will reimburse the Issuer and each such Indemnitee for any legal or any other provision hereofexpenses including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in no event shall connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the indemnification obligation of any Holder to indemnify will be greater in amount than individual (and not joint and several) to each holder and will be limited to the dollar net amount of the proceeds received by such Holder upon holder from the sale of the Registrable Securities giving rise pursuant to such obligationregistration statement, less any other amounts paid by such holder in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by Holders of Registrable Securities. In connection with Each selling holder of Registrable Securities will, in the event that any registration statement covering Registrable Securities, each Holder is being effected under the Securities Act pursuant to this Agreement of any of whose Registrable Securities are covered thereby shall furnish to the Company in writing held by such information selling holder, indemnify and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, hold harmless the Company, the Company's each of its directors, officers, employees and agentseach underwriter (if any), each Person other selling Holder of Registrable Securities and each other person, if any, who controls the Company (Company, such underwriter or such selling Holder within the meaning of the Securities Act, ("Company Indemnified Party") and against any investment adviser thereof or agent therefor, against all losses, claims, damagesjudgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities and expenses (including costs of investigation and legal expensesor actions in respect thereof) arising arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any registration statement covering any Registration Statement under which the sale of such Registrable SecuritiesSecurities was registered under the Securities Act, any related preliminary prospectus, final prospectus or preliminary prospectussummary prospectus contained in the Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements statement therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but and only to the extentextent that, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder selling holder expressly for use therein, and shall reimburse each Company Indemnified Party, for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Notwithstanding any other provision hereof, in no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnification obligation amount of any Holder be greater in amount than the dollar amount of the net proceeds actually received by such selling holder; provided, however, that the obligations of such holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder upon the sale of the Registrable Securities giving rise to such obligation(which consent shall not be unreasonably withheld).

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement, each Holder any preliminary prospectus, Prospectus or form of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and in which a Holder is participat­ing, such Holder shall indemnify, furnish to the full extent permitted by lawCompany and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connec­tion with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the CompanyCompany and the Guarantors, the Company's their respective members, managers, directors, officers, employees agents and agentsemployees, each Person who controls controlling person of the Company (within the meaning or any of the Securities Act) Guarantors and the members, managers, directors, officers, agents or employees of such controlling persons, to the fullest extent lawful, from and against any investment adviser thereof or agent thereforand all Losses, against all lossesas incurred, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securitiessuch Registration Statement, any related prospectus preliminary prospectus, Prospectus or preliminary form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementtherein, in light of the circumstances under which they were made) , not misleading, in each case misleading to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state of a material fact is contained in or omitted from any information so furnished in writing by such registration statement or Holder to the Company and the Guarantors expressly for use in such related prospectusany Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use thereinsupplement thereto. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any selling Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such obligationHolder’s Maximum Contribu­tion Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering in which a holder of Registrable SecuritiesSecurities is participating, each Holder any of whose Registrable Securities are covered thereby shall such holder will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with any such registration statement, any related statement or prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnifyand, to the full extent permitted by law, the Company, the Company's directors, officers, employees will indemnify and agents, each Person who controls hold harmless the Company (within the meaning of the Securities Act) and its Indemnitees against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any the registration statement covering any Registrable Securitiesstatement, any related prospectus or preliminary prospectus, prospectus or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission to state in any thereof of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that the same arises out of or is based upon an such untrue statement (or alleged untrue statement of a material fact statement) or an omission (or alleged omission to state a material fact omission) is made in such registration statement statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may beany application, in reliance upon and in conformity with written information prepared and furnished to the Company by such Holder holder expressly for use therein. Notwithstanding , and such holder will reimburse the Company and each such Indemnitee for any legal or any other provision hereofexpenses including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in no event shall connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the indemnification obligation of any Holder to indemnify will be greater in amount than individual (and not joint and several) to each holder and will be limited to the dollar net amount of the proceeds received by such Holder upon holder from the sale of the Registrable Securities giving rise pursuant to such obligationregistration statement, less any other amounts paid by such holder in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Each selling Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statementagrees, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnifyseverally but not jointly, to the full extent permitted by law, indemnify and hold harmless the Company, the Company's its directors, officers, agents and employees and agents, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each affiliate of the Company (within the meaning of Rule 405 under the Securities Act) from and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including costs of investigation including, without limitation, any reasonable and legal expensesdocumented attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) arising out of or based upon caused by any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable SecuritiesRegistration Statement, any related prospectus or preliminary prospectus, Prospectus or any amendment thereof or supplement thereto, thereto or any omission or alleged omission to state in any thereof of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading; provided, in each case however, that such Holder will only be liable to the extentextent that any such losses, but only to the extentclaims, that the same damages, liabilities and expenses arises out of or is based upon an any untrue statement or alleged allegedly untrue statement of a material fact or an omission or alleged omission to state a material fact made in such registration statement Registration Statement, Prospectus, or in any such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by such a Holder of Registrable Securities, expressly for use therein. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any a Holder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities shares of Class A Common Stock giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registration Statement in which a Holder includes Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall agrees to indemnify, to the full fullest extent permitted by law, individually and not jointly and severally, the Company, the Company's each other Holder which includes Registrable Securities in such Registration Statement, their respective directors, officers, employees and employees, attorneys, accountants, agents, representatives and each Person who controls the Company and such Holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) Losses arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement covering any Registrable Securitiessuch Registration Statement, any related prospectus or preliminary prospectusProspectus, or any amendment or supplement theretoother offering document, or any omission (or alleged omission omission) to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementany Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company and each Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement (or alleged untrue statement of a material fact statement) or an omission (or alleged omission to state a material fact omission) is made in such registration statement Registration Statement, Prospectus, or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, other offering document in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any inclusion in such Registration Statement, Prospectus, or other provision hereofoffering document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in no event shall the indemnification obligation settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be greater in amount than unreasonably withheld or delayed); and provided, further, that the dollar amount liability of each Holder hereunder shall be limited to the net proceeds received by such Holder upon from the sale of the Registrable Securities giving rise to such indemnification obligation. Furthermore, in connection with an Underwritten Offering, each Holder shall provide customary indemnification to the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act).

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Holder any of whose in Registrable Securities are covered thereby shall being offered, each holder of Registrable Securities being offered will furnish to the Company in writing such information and affidavits with respect relating to such Holder holder or its Registrable Securities as the Company reasonably requests for use in connection with any such registration statement, any related statement or prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnifyand, to the full fullest extent permitted by law, the Company, the Company's directors, officers, employees will indemnify and agents, each Person who controls hold harmless the Company (within and its Indemnitees against any losses, claims, damages, liabilities and expenses to which the meaning of Company or any such Indemnitee may become subject under the Securities Act) and any investment adviser thereof Act or agent thereforotherwise, against all insofar as such losses, claims, damages, liabilities and expenses (including costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of of, result from or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any the registration statement covering any Registrable Securitiesstatement, any related prospectus or preliminary prospectus, prospectus or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or (b) any omission or alleged omission to state in any thereof of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that the same arises out of or is based upon an such untrue statement (or alleged untrue statement of a material fact statement) or an omission (or alleged omission to state a material fact omission) is made in such registration statement statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may beany application, in reliance upon and in conformity with written information relating to such holder or its Registrable Securities furnished to the Company by such Holder holder expressly for use therein. Notwithstanding , and such holder will reimburse the Company and each such Indemnitee for any legal or any other provision hereofexpenses including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in no event shall connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the indemnification obligation of any Holder to indemnify will be greater in amount than individual (and not joint and several) to each holder and will be limited to the dollar net amount of the proceeds received by such Holder upon holder from the sale of the Registrable Securities giving rise pursuant to such obligationregistration statement.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registration Statement in which a Holder of Registrable SecuritiesSecurities is participating, each such Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, Registration Statement or any amendment or supplement theretoProspectus, and shall indemnifyindemnify and hold harmless, to the full extent permitted by law, but without duplication, the Company, the Company's its officers, directors, officersshareholders, employees employees, advisors, representatives and agents, and each Person who controls the Company or such other Persons (within the meaning of the Securities Act) and any investment adviser advisor thereof or agent therefor, against all any losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement theretoin, or any omission or alleged omission to state in any thereof of a material fact required to be stated therein in, the Registration Statement or any Prospectus, or necessary to make the statements therein (in the case of a prospectus or prospectus supplementProspectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement Registration Statement or in such related prospectus, preliminary prospectus, amendment or supplementProspectus, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industries professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Notwithstanding any other provision hereofhereof to the contrary, in no event shall the indemnification obligation liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to To the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees each Shareholder will indemnify and agents, each Person who controls hold harmless the Company (within the meaning of the Securities Act) and its Indemnitees against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities, joint or several, to which the Company or any such Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (including costs of investigation and legal expensesor actions or proceedings, whether commenced or threatened, in respect thereof) arising arise out of or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any the registration statement covering any Registrable Securitiesstatement, any related prospectus or preliminary prospectus, prospectus or any amendment thereof or supplement thereto, in each case with respect to a Demand Registration effected in accordance herewith, or (b) any omission or alleged omission to state in any thereof of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that the same arises out of or is based upon an such untrue statement (or alleged untrue statement of a material fact statement) or an omission (or alleged omission to state a material fact omission) is made in such registration statement statement, any such prospectus or in such related prospectus, preliminary prospectus, prospectus or any amendment or supplement, as the case may be, made or omitted, as the case may besupplement thereto, in reliance upon and in conformity with written information prepared and furnished to the Company by such Holder Shareholder expressly for use therein. Notwithstanding , and such Shareholder will reimburse each of the Company and each such Indemnitee for any legal or any other provision hereofexpenses including any amounts paid in any settlement effected with the consent of such Shareholder, which consent will not be unreasonably withheld or delayed, incurred by it in no event shall connection with investigating or defending any such loss, damage, claim, liability, action or proceeding with respect to which it is entitled to indemnity hereunder; provided, however, that the indemnification obligation of any Holder to indemnify will be greater in amount than individual (and not joint and several) to each Shareholder and will be limited to the dollar net amount of the proceeds received by such Holder upon Shareholder from the sale of the Registrable Securities giving rise pursuant to such obligationregistration statement, less any other amounts paid by such Shareholder in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by Holders of Registrable Securities. In connection with Each selling holder of Registrable Securities will severally and not jointly, in the event that any registration statement covering Registrable Securities, each Holder is being effected under the Securities Act pursuant to this Agreement of any of whose Registrable Securities are covered thereby shall furnish held by such selling holder, indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by law, applicable law the Company, the Company's each of its directors, officers, employees employees, and agents, agents and each Person who controls the Company (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all any losses, claims, judgments, damages, liabilities and liabilities, or expenses (including reasonable costs of investigation and legal expenses) arising whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any registration statement covering any Registration Statement under which the sale of such Registrable SecuritiesSecurities was registered under the Securities Act, any related prospectus preliminary Prospectus, final Prospectus, or preliminary prospectussummary Prospectus contained in the Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements statement therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case misleading to the extent, but extent and only to the extent, extent that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Notwithstanding any other provision hereof, in no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnification obligation amount of any Holder be greater in amount than the dollar amount of the net proceeds actually received by such Holder selling holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesEach Selling Holder agrees, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnifyseverally but not jointly, to the full extent permitted by law, indemnify and hold harmless the Company, the Company's its officers, directors, officersand agents and each Person, employees and agentsif any, each Person who controls the Company (within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act and each of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.8, but only with respect to (a) written information relating to such Selling Holder included in reliance upon and any investment adviser thereof in conformity with information furnished in writing by such Selling Holder or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained on such Selling Holder’s behalf for use in any registration statement covering any or prospectus relating to the Registrable Securities, any related prospectus or preliminary prospectusSecurities of such Selling Holder, or any amendment or supplement thereto, or any omission or alleged omission to state in preliminary prospectus and (b) any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or material omission contained in any registration statement or prospectus relating to such Registrable Securities (i) that such Selling Holder knew to be untrue or knew to be an omission or alleged that such Selling Holder reasonably should have known to be untrue or reasonably should have known to be an omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to (ii) which the Company by such Holder expressly for use thereindid not know to be untrue or did not know to be an omission. Notwithstanding any other provision hereofthe foregoing, in no event shall will the indemnification obligation liability of any a Selling Holder be greater in amount than under this Section 2.9 or Section 2.11 or otherwise hereunder exceed the dollar amount of the net proceeds actually received by such Selling Holder upon from the sale of the its Registrable Securities giving rise hereunder. This indemnity shall be in addition to such obligationany liability each Selling Holder may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registration Statement in which a Holder includes Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall agrees to indemnify, to the full fullest extent permitted by law, individually and not jointly and severally, the Company, the Company's each other Holder which includes Registrable Securities in such Registration Statement, their respective directors, officers, employees and employees, attorneys, accountants, agents, representatives and each Person who controls the Company and such Holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) Losses arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement covering any Registrable Securitiessuch Registration Statement, any related prospectus or preliminary prospectusProspectus, or any amendment or supplement theretoother offering document, or any omission (or alleged omission omission) to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementany Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company and each Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement (or alleged untrue statement of a material fact statement) or an omission (or alleged omission to state a material fact omission) is made in such registration statement Registration Statement, Prospectus, or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, other offering document in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any inclusion in such Registration Statement, Prospectus, or other provision hereofoffering document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in no event shall the indemnification obligation settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be greater in amount than unreasonably withheld or delayed); and provided, further, that the dollar amount liability of each Holder hereunder shall be limited to the net proceeds received by such Holder upon from the sale of the 19 19572323.8 Execution Version Exhibit 4.1 Registrable Securities giving rise to such indemnification obligation.. Furthermore, in connection with an Underwritten Offering, each Holder shall provide customary indemnification to the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act). (c)

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Holder any Registration Statement in which a holder of whose Registrable Securities are covered thereby shall is participating, such holder of Registrable Securities will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall will severally indemnify, to the full fullest extent permitted by law, the Company, the Company's directors, its directors and officers, employees agents and agentsemployees, each Person person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) ), and any investment adviser thereof the directors, officers, agents or agent thereforemployees of such controlling persons, from and against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable SecuritiesRegistration Statement, any related Prospectus or preliminary prospectus or preliminary prospectus, arising out of or any amendment or supplement thereto, or based upon any omission or alleged omission to state in any thereof of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact is contained in any information so furnished in writing by such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished holder to the Company by such Holder expressly for use thereinin such Registration Statement or Prospectus and was relied upon by the Company in the preparation of such Registration Statement, Prospectus or preliminary prospectus and (ii) the failure of such holder of Registrable Securities to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of a Registrable Security to the person asserting the claim from which such Losses arise. Notwithstanding any other provision hereof, in In no event shall will the indemnification obligation liability of any Holder selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses and underwriter's discounts and commissions) received by such Holder holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement in which a Holder is participating, each such Holder any of whose Registrable Securities are covered thereby shall will furnish to the Company in writing such information and affidavits with respect to the name and address of such Holder and such other information as the Company may be reasonably requests required for use in connection with any such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall indemnifyagrees to indemnity, to the full extent permitted by law, the Company, the Company's directors, officers, employees its directors and agents, officers and each Person who controls the Company (within the meaning of the Securities Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof of a material fact required to be stated therein in the Registration Statement or Prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact is contained in or an such omission or alleged omission relates to state a material fact any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement; PROVIDED, HOWEVER, that such Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus or amendment thereof or supplement thereto, such Holder has furnished in writing to the Company information expressly for use in such registration statement Registration Statement or in such related prospectus, preliminary prospectus, Prospectus or any amendment thereof or supplement, as the case may be, supplement thereto which corrected or made or omitted, as the case may be, in reliance upon and in conformity with written not misleading information previously furnished to the Company by such Holder expressly for use thereinCompany. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registration Statement in which a Holder of Registrable SecuritiesSecurities is participating, each such Holder any of whose Registrable Securities are covered thereby shall will furnish to the Company Buyer in writing such information and affidavits with respect to such Holder as the Company Buyer reasonably requests for use in connection with any such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall indemnifyindemnify and hold harmless, to the full extent permitted by law, the Companybut without duplication, the Company's Buyer, its officers, directors, officersstockholders, employees employees, advisors and agents, and each Person who controls the Company Buyer (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement theretoin, or any omission or alleged omission to state in any thereof of a material fact required to be stated therein in, any Registration Statement or Prospectus or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, Prospectus in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact omission is contained in any information or an omission or alleged omission to state a material fact affidavit so furnished in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company writing by such Holder expressly to Buyer specifically for use inclusion therein. Notwithstanding any other provision hereof, in In no event shall will the indemnification obligation liability of any Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Holders of Registrable Securities shall also indemnify Buyer and hold harmless, to the full extent permitted by law, but without duplication, Buyer, its officers, directors, employees, advisors and agents, and each Person who controls Buyer (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any violations or alleged violations by Holders of Registrable Securities of Regulation M under the Exchange Act.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesEach selling Holder shall, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as any Registration Statement under which the Company reasonably requests for use in connection with such registration statementsale of its Registrable Securities was registered under the Securities Act, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, indemnify and shall indemnify, to the full extent permitted by law, hold harmless the Company, each of its directors and officers, and, in the Company's case of an underwritten offering pursuant to this Agreement, each Underwriter, its partners, members, directors, officersofficers and affiliates and each other person, employees and agentsif any, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and any investment adviser thereof the Company or agent thereforUnderwriter, as applicable, against all any costs, expenses, losses, claims, damagesactions, judgments, damages or liabilities, whether joint or several, insofar as such costs, expenses, losses, claims, actions, judgments, damages or liabilities and expenses (including costs of investigation and legal expenses) arising arise out of or are based upon any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any registration statement covering any Registration Statement under which the sale of such Registrable SecuritiesSecurities was registered under the Securities Act, any related prospectus preliminary or preliminary prospectusfinal Prospectus, or any amendment or supplement theretoto such Registration Statement or Prospectus, or arise out of or are based upon any omission (or the alleged omission omission) to state in any thereof a material fact required to be stated therein or necessary to make the statements statement therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to if the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such selling Holder expressly for use therein. Notwithstanding any other provision hereof, in no event Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnification obligation amount of any Holder be greater in amount than the dollar amount of the net proceeds actually received by such selling Holder upon from the sale of the Registrable Securities giving which gave rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In ---------------------------------------------------- connection with any registration statement covering Registrable SecuritiesRegistration, each Holder any of whose Registrable Securities are covered thereby shall participating therein will furnish to the Company in writing such information and affidavits with respect to such the Holder as the Company reasonably requests for use in connection with such registration statementany Registration Statement, any related prospectus Prospectus or preliminary prospectus, or any amendment or supplement theretoProspectus, and shall agrees to indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees directors and agents, officers of the Company signing the Registration Statement and each Person person who controls the Company (within the meaning of the Securities Act and the Exchange Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein in the Registration Statement, Prospectus or preliminary Prospectus (in the case of a prospectus the Prospectus or prospectus supplementany preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but and only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity is caused by any information with written information furnished respect to the Company Holder so furnished in writing by such the Holder expressly or its representative specifically for use inclusion therein. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (after deducting commissions and expenses) received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Registration Statement, Prospectus or preliminary Prospectus.

Indemnification by Holders of Registrable Securities. In connection with Each selling holder of Registrable Securities will severally and not jointly, in the event that any registration statement covering Registrable Securities, each Holder is being effected under the Securities Act pursuant to this Agreement of any of whose Registrable Securities are covered thereby shall furnish held by such selling holder, indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by law, law the Company, the Company's each of its directors, officers, employees employees, and agents, agents and each Person who controls the Company (within the meaning of the Securities Act) Act and any investment adviser thereof or agent thereforeach Underwriter (if any), against all any losses, claims, judgments, damages, liabilities and liabilities, or expenses (including reasonable costs of investigation and legal expenses) arising whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any registration statement covering any Registration Statement under which the sale of such Registrable SecuritiesSecurities was registered under the Securities Act, any related prospectus or preliminary prospectus, final prospectus, or summary prospectus contained in the Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements statement therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but extent and only to the extent, extent that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Notwithstanding any other provision hereof, in no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnification obligation amount of any Holder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities giving rise to such obligationCompany or any indemnified party.

Indemnification by Holders of Registrable Securities. In connection with Each selling holder of Registrable Securities will severally and not jointly, in the event that any registration statement covering Registrable Securities, each Holder is being effected under the Securities Act pursuant to this Agreement of any of whose Registrable Securities are covered thereby shall furnish held by such selling holder, indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by law, law the Company, the Company's each of its directors, officers, employees employees, and agents, agents and each Person who controls the Company (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all any losses, claims, judgments, damages, liabilities and liabilities, or expenses (including reasonable costs of investigation and legal expenses) arising whether joint or several, insofar as such losses, claims, damages, liabilities, or expenses (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) arise out of or are based upon any untrue statement or alleged allegedly untrue statement of a material fact contained in any registration statement covering any Registration Statement under which the sale of such Registrable SecuritiesSecurities was registered under the Securities Act, any related prospectus or preliminary prospectus, final prospectus, or summary prospectus contained in the Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but extent and only to the extent, extent that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Notwithstanding any other provision hereof, in no event Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnification obligation amount of any Holder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale selling holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities giving rise to such obligationCompany or any indemnified party.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registration Statement in which a Holder of Registrable SecuritiesSecurities is participating, each such Holder any of whose Registrable Securities are covered thereby shall will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with any such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall indemnifyagrees to indemnify and hold harmless, to the full extent permitted by law, but without duplication, the Company, the Company's its officers, directors, officersshareholders, employees employees, advisors and agents, and each Person who controls the Company (within the meaning of the Securities Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal expensesfees and expenses and including expenses incurred in settlement of any litigation, commenced or threatened) arising out of or based upon resulting from any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement theretoin, or any omission (or alleged omission to state in any thereof omission) of a material fact required to be stated therein in, the Registration Statement or Prospectus or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, Prospectus in light of the circumstances under which they were made) not misleadingmisleading or any violation by such Holder of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Holder in each case connection with any such registration, as such expenses are incurred, to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact omission is contained in any information or an omission or alleged omission to state a material fact affidavit so furnished in writing by such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished Holder to the Company specifically for inclusion therein. The Company and the other persons described above shall be entitled to receive indemnities from underwriters participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Holder expressly Persons specifically for use thereininclusion in any Prospectus or Registration Statement. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation of any participating Holder be greater liable for any amount in amount than the dollar amount excess of the net proceeds (net of payment of all expenses) received by such Holder upon the sale of from the Registrable Securities giving rise offered and sold by such Holder pursuant to such obligationRegistration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securitiesstatement, each Holder any participating holder of whose Registrable Securities are covered thereby shall will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such any registration statement, any related statement or prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall each holder agrees to indemnify, to the full extent permitted by law, the Company, the Company's its directors, officers, employees trustees, partners, employees, advisors and agents, and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation reasonable attorney fees and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged allegedly untrue statement of a material fact or an any omission or alleged omission to state a material fact required to be stated in such the registration statement or prospectus or any amendment thereof or supplement thereto necessary to make the statements therein not misleading in light of the circumstances under which such related prospectusstatements were made, preliminary prospectus, amendment but only to the extent that the untrue statement or supplement, as omission is contained in or omitted from any information or affidavit the case may be, made or omitted, as the case may be, holder furnished in reliance upon and in conformity with written information furnished writing to the Company expressly for use therein and only in an amount not exceeding the net proceeds received by the holder with respect to securities sold pursuant to such Holder registration statement. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, each participating holder of Registrable Securities will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act), to the extent that any untrue or allegedly untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, is contained in or omitted from any information or affidavit the holder furnished in writing to the Company expressly for use therein. Notwithstanding any other provision hereof; PROVIDED, in no event shall that the indemnification obligation indemnity obligations of any Holder holder contained in such agreement shall be greater in amount than limited to the dollar amount of the such holder's net proceeds received by such Holder upon from the sale of the its Registrable Securities giving rise to in such obligationoffering.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering in which a holder of Registrable SecuritiesSecurities is participating, each Holder any of whose Registrable Securities are covered thereby shall such holder will furnish to the Company Ultra in writing such information and affidavits with respect to such Holder as the Company Ultra reasonably requests for use in connection with any such registration statement, any related prospectus or preliminary prospectus, preliminary or any amendment or supplement thereto, and shall indemnifyprospectus and, to the full extent permitted by law, the Companywill indemnify and hold harmless, the Company's severally and not jointly, Ultra and its officers, directors, officersemployees, employees and agents, representatives, trustees and each Person who controls the Company Ultra (within the meaning of the Securities Act) and (collectively, the “Ultra Indemnitees”) against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation reasonable attorney’s fees and legal expenses) arising to which Ultra or any such Ultra Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of of, result from or are based upon (a) any untrue or alleged untrue statement of a material fact contained in any registration statement covering of Ultra under the Securities Act that covers any Registrable Securities pursuant to this Agreement, or prospectus, preliminary prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto relating to Registrable Securities, together with any related prospectus or preliminary prospectusdocuments incorporated therein by reference, or any amendment or supplement thereto, or (b) any omission or alleged omission to state in any thereof of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or prospectus supplementFree Writing Prospectus, in the light of the circumstances under which they were made) not misleading, but, in the case of each case to the extentof (a) and (b), but only to the extent, extent that the same arises out of or is based upon an such untrue statement (or alleged untrue statement of a material fact statement) or an omission (or alleged omission to state a material fact omission) is made in such registration statement or in statement, any such related prospectus, preliminary prospectusprospectus or Free Writing Prospectus or any amendment thereof or supplement thereto, amendment or supplement, as the case may be, made or omitted, as the case may betogether with any documents incorporated therein by reference, in reliance upon and in conformity with written information prepared and furnished to the Company Ultra by or on behalf of such Holder holder with respect to such holder expressly for use therein. Notwithstanding In addition, such holder will reimburse Ultra and each such Ultra Indemnitee for any legal or any other provision hereofexpenses as incurred including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in no event shall the indemnification obligation connection with investigating or defending any such loss, claim, liability, action or proceeding. The liability of any Holder holder of Registrable Securities shall be greater in amount than several and not joint and shall be limited to the dollar amount of the net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such holder) received by such Holder upon holder from the sale of the Registrable Securities giving rise covered by such registration statement, less any other amounts paid by such holder to Ultra and each such obligationUltra Indemnitee in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement, each Holder any Prospectus or form of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and or any preliminary prospectus in which a Holder is participating, such Holder shall indemnify, furnish to the full extent permitted by lawIssuers in writing such information as the Issuers reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmless the CompanyIssuers, the Company's their respective members, managers, directors, officers, employees agents and agentsemployees, each Person Person, if any, who controls either of the Company Issuers (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act) ), and any investment adviser thereof the members, managers, directors, officers, agents or agent thereforemployees of such controlling persons, to the fullest extent lawful, from and against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable SecuritiesRegistration Statement, any related Prospectus or form of prospectus or preliminary prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) , not misleading, in each case misleading to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state of a material fact is contained in such registration statement or omitted from any information so furnished in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company writing by such Holder to the Issuers expressly for use therein. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any selling Holder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of Registrable Securities included in any registration statement covering Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish agrees to indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by lawlaw (including without limitation reimbursement of Micro for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, the Companyclaim, the Company's directorsdamage, liability or expense) Micro, its officers, employees directors and agentsagents and each Person, each Person if any, who controls the Company (Micro within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Micro to such Holder, but only (i) and any investment adviser thereof with respect to information furnished in writing by such Holder or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained on such Holder's behalf in either case expressly for use in any registration statement covering any or prospectus relating to the Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission preliminary, summary or alleged omission final prospectus or any amendments or supplements thereto or (ii) to state the extent that any loss, claim, damage, liability or expense described in any thereof Section 2.05 results from the fact that a material fact required to be stated therein or necessary to make current copy of the statements therein prospectus (or, in the case of a prospectus, the prospectus as amended or prospectus supplementsupplemented) was not sent or given to the Person asserting any such loss, in light claim, damage, liability or expense at or prior to the written confirmation of the circumstances under which they were made) not misleading, in each case sale of the Registrable Securities concerned to such Person if it is determined that it was the extent, but only responsibility of such Holder to provide such Person with a current copy of the extent, that the same arises out of prospectus (or is based upon an untrue statement such amended or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related supplemented prospectus, preliminary prospectus, amendment or supplement, as the case may be, made ) and such current copy of the prospectus (or omittedsuch amended or supplemented prospectus, as the case may be, in reliance upon and in conformity with written information furnished to ) would have cured the Company by such Holder expressly for use therein. Notwithstanding any other provision hereof, in no event shall the indemnification obligation of any Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities defect giving rise to such obligationloss, claim, damage, liability or expense. Each such Holder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of Micro provided in this Section 2.06.

Indemnification by Holders of Registrable Securities. In connection with Each holder of any registration statement covering Registrable Securities shall, by acceptance thereof, indemnify and hold harmless each other holder of any Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information Corporation, its directors and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees each above-described underwriter who contracts with the Corporation or its agents and agentseach other Person, each Person if any, who controls the Company (within Corporation or such underwriter, against any liability, joint or several, to which any such other holder, the meaning Corporation, underwriter or any such director or officer of any such Person may become subject under the Securities ActAct or any other statute or at common law, if such liability (or actions in respect thereof) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising arises out of or is based upon (i) the disposition by such holder of such Registrable Securities in violation of the provisions of this Section 2.6, (ii) any untrue or alleged untrue statement of a any material fact contained in any registration statement covering any Registrable Securitiesunder which securities were registered under the Securities Act at the request of such holder, any related preliminary prospectus or preliminary prospectusfinal prospectus contained therein, or any amendment or supplement thereto, or (iii) any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make statement(s) therein not misleading. Notwithstanding any other provision of this Section 2.5(b), the statements therein (indemnification rights set forth in this Section 2.5(b) shall be given in the case of a prospectus clause (ii) or prospectus supplement, in light of the circumstances under which they were made(iii) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an if such alleged untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectusstatement, preliminary or final prospectus, amendment or supplement, as the case may be, supplement thereto was made or omitted, as the case may be, (1) in reliance upon and in conformity with written information furnished to the Company Corporation by such Holder holder expressly stated for use therein, and (2) not based on the authority of an expert as to when the holder had no reasonable ground to believe, and did not believe, that (A) the statements made on the authority of such expert were untrue or (B) there was an omission to state a material fact. Notwithstanding Such holder shall reimburse the Corporation, such underwriter or such director, officer, other Person or other holder for any other provision hereofreasonable legal fees incurred in investigating or defending any such liability; provided, however, that no holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in no event shall any preliminary prospectus if such deficiency was corrected in the indemnification obligation final prospectus or for any liability which arises out of the failure of any Holder Person to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of such holder of Registrable Securities for the indemnity hereunder shall be greater in limited to an amount than equal to the dollar amount of the net proceeds received by such Holder upon the sale holder of the Registrable Securities giving rise upon disposition thereof, and shall not extend to any settlement of claims related thereto without the express written consent of such obligationholder of Registrable Securities, which consent shall not be unreasonably withheld.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securitiesfiled pursuant to this Agreement to effect a Registration, each Holder any of whose Registrable Securities are covered thereby shall furnish holder participating in such Registration agrees to (and, as a condition precedent to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with filing of such registration statement, the Company may require an undertaking satisfactory to it from each such participating holder and from any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall prospective underwriter therefor agreeing to) indemnify, to the full fullest extent permitted by law, the Company, the Company's directors, Company and its officers, employees directors and agents, agents and each Person who controls the Company (within the meaning of the Securities 1933 Act) and the Company or such axxxxx xxainst any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising Losses which arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any such registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case not misleading or by any untrue or alleged untrue statement of a material fact included in any prospectus or preliminary prospectus supplementor any omission or alleged omission to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made) , not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact omission is contained in any information or an omission affidavit with respect to such holder so furnished in writing by such holder or alleged omission its representatives to state a material fact the Company specifically for inclusion in such registration statement or prospectus; provided, however, that no such holder shall be responsible for Losses in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any other provision hereof, in no event shall the indemnification obligation of any Holder be greater in amount than the dollar amount excess of the proceeds to be received by such Holder upon holder from the sale of the Registrable Securities giving rise covered by such registration statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer-managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such obligationPersons so furnished in writing by such Persons specifically for inclusion in any prospectus or Registration.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement, each preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement thereto, in which a Holder any of whose Registrable Securities are covered thereby is participating, such Holder shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with any such registration statementRegistration Statement, any related prospectus or preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall indemnifyshall, severally and not jointly, without limitation as to the full extent permitted by lawtime, indemnify and hold harmless the Company, the Company's its members, managers, directors, officers, employees agents and agentsemployees, each Person who controls controlling person of the Company (within and the meaning members, managers, directors, officers, agents or employees of such controlling persons, to the Securities Act) fullest extent lawful, from and against any investment adviser thereof or agent thereforand all Losses, against all lossesas incurred, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securitiessuch Registration Statement, any related prospectus preliminary prospectus, Prospectus or preliminary form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus preliminary prospectus, Prospectus or prospectus supplementform of prospectus, or any amendment or supplement thereto in light of the circumstances under which they were made) not misleading, in each case misleading to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state of a material fact is contained in or omitted from any information so furnished in writing by such registration statement or Holder to the Company expressly for use in such related prospectusany Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use thereinsupplement thereto. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any selling Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such obligationHolder’s Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In ---------------------------------------------------- connection with any registration statement covering Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees and agents, each Person who controls the Company (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any other provision hereof; provided, however, that in no event shall the indemnification obligation liability of any -------- ------- Holder be greater in amount than the dollar amount of for indemnification under this Section 7(b) exceed the proceeds received by such Holder upon from the sale of the Registrable Securities giving rise under the applicable registration statement. This indemnity is in addition to any liability that a Holder may otherwise have. Each Holder participating in an offering of Registrable Securities shall, if requested by the managing underwriter or underwriters of such obligationoffering, also indemnify any underwriters of such Registrable Securities, selling brokers, dealer managers and similar securities industry professionals participating in the distribution of such Registrable Securities and their officers and directors and each Person who controls such underwriters or other Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company and other specified Persons.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Each Holder any of whose Registrable Securities are covered thereby shall furnish will, in the event that any Registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Holder, indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by law, law the Company, the Company's and each of its officers, employees, affiliates, directors, officers, employees and agents, and each Person who controls the Company within the meaning of the Securities Act (excluding Invesco to the extent that Invesco is the Holder of Registrable Securities) and each underwriter (if any), and each Person, if any, who controls such underwriter within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all lossesany Losses, claimswhether joint or several, damages, liabilities and expenses insofar as such Losses (including costs of investigation and legal expensesor actions in respect thereof) arising arise out of or are based upon any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any registration statement covering Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, Prospectus (including any Registrable Securities, any related prospectus or preliminary prospectusProspectus), or any amendment thereof or supplement thereto, or arise out of or are based upon any omission (or alleged omission omission) to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (statement therein, in the case of a prospectus or prospectus supplement, the Prospectus in light of the circumstances under which they were made) , not misleading, in each case to if the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder expressly for use therein, and each such Holder of Registrable Securities shall reimburse the Company. Notwithstanding any other provision hereof, in no event Each Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnification obligation amount of any Holder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Registrable Securities giving rise to such obligationCompany or any Indemnified Party.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement, each Holder any preliminary prospectus, Prospectus or form of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and in which a Holder is participating, such Holder shall indemnify, furnish to the full extent permitted by lawIssuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any such Registration Statement, preliminary prospectus, Prospectus or form of prospectus, any amendment or supplement thereto, and shall, severally and not jointly, without limitation as to time, indemnify and hold harmless the CompanyIssuers and the Guarantors, the Company's their respective members, managers, directors, officers, employees agents and agentsemployees, each Person who controls the Company (within the meaning controlling person of the Securities Act) Issuers or any of the Guarantors and the members, managers, directors, officers, partners, representatives, agents or employees of such controlling persons, to the fullest extent lawful, from and against any investment adviser thereof or agent thereforand all Losses, against all lossesas incurred, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securitiessuch Registration Statement, any related prospectus preliminary prospectus, Prospectus or preliminary form of prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) , not misleading, in each case misleading to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state of a material fact is contained in or omitted from any information so furnished in writing by such registration statement or Holder to the Issuers and the Guarantors expressly for use in such related prospectusany Registration Statement, preliminary prospectus, Prospectus or form of prospectus, or any amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use thereinsupplement thereto. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any selling Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such obligationHolder's Maximum Contribution Amount (as defined below).

Indemnification by Holders of Registrable Securities. In connection with Each Holder of any registration statement covering Registrable Securities shall, by acceptance thereof, indemnify and hold harmless each other holder of any Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, its directors and officers, employees each above-described underwriter who contracts with the Company or its agents and agentseach other Person, each Person if any, who controls the Company (within or such underwriter, against any liability, joint or several, to which any such other Holder, the meaning Company, underwriter or any such director or officer of any such Person may become subject under the Securities ActAct or any other statute or at common law, if such liability (or actions in respect hereof) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising arises out of or is based upon (i) the disposition by such Holder of such Registrable Securities in violation of the provisions of this Article VII, (ii) any untrue or alleged untrue statement of a any material fact contained in any registration statement covering any Registrable Securitiesunder which securities were registered under the Securities Act at the request of such Holder, any related preliminary prospectus or preliminary prospectusfinal prospectus contained therein, or any amendment or supplement thereto, or (iii) any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make statement(s) therein not misleading. Notwithstanding any other provision of this Section, the statements therein (indemnification rights set forth in this Section shall be given in the case of a prospectus clause (ii) or prospectus supplement, in light of the circumstances under which they were made(iii) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an if such alleged untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, supplement thereto was made or omitted, as the case may be, (1) in reliance upon and in conformity with written information furnished to the Company by such Holder expressly Holdxx xxxressly stated for use therein, and (2) not based on the authority of an expert as to whom the holder had no reasonable ground to believe, and did not believe, that (A) the statements made on the authority of such expert were untrue or (B) there was an omission to state a material fact. Notwithstanding Such Holder shall reimburse the Company, such underwriter or such director, officer, other Person or other Holder for any other provision hereofreasonable legal fees incurred in investigating or defending any such liability; provided, however, that no Holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in no event shall any prospectus or for any liability which arises out of the indemnification obligation failure of any Person to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of such Holder of Registrable Securities for the indemnity hereunder shall be greater in limited to an amount than equal to the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise upon disposition thereof and shall not extend to any settlement of claims related thereto without the express written consent of such obligationHolder of Registrable Securities, which consent shall not be unreasonably withheld.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration in which a Stockholder is participating, each Holder any of whose Registrable Securities are covered thereby shall such Stockholder will furnish to the Company in writing such information and affidavits with respect to such Holder Stockholder as the Company reasonably requests for use in connection with such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall agrees to indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees directors and agents, officers of the Company and each Person person who controls the Company (within the meaning of the Securities Act and the Exchange Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein in the Registration Statement or Prospectus or preliminary Prospectus (in the case of a prospectus the Prospectus or prospectus supplementany preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission is contained in any information with respect to state a material fact such Stockholder so furnished in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company writing by such Holder expressly Stockholder or its representative specifically for use inclusion therein. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any Holder selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder, severally and not jointly with any registration statement covering Registrable Securitiesother Selling Holders, each Holder any of whose Registrable Securities are covered thereby shall furnish agrees to the Company in writing such information indemnify and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, hold harmless the Company, the Company's directors, officers, its directors and officers employees and agentsagents and each person, each Person if any, who controls the Company (within the meaning of either Section 15 of the Securities Act) and any investment adviser thereof Act or agent thereforSection 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, against all but only with respect to losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) judgments arising out of of, or based upon upon, any untrue or alleged such untrue statement of a material fact contained or omission or allegations thereof based upon information furnished in writing by such Selling Holder or on such Selling Holder's behalf expressly for use in any registration statement covering any Registrable Securities, any related or prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a preliminary prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case relating to the extentRegistration Statement; provided, but only to the extenthowever, that the same arises out of or is based upon an with respect to any untrue statement or omission or alleged untrue statement of a material fact or an omission made in any preliminary or alleged omission to state a material fact in such registration statement or in such related final prospectus, preliminary prospectusthe indemnity agreement contained in this subsection shall not apply to the extent that any such losses, amendment claims, damages, liabilities and judgments result from the fact that a final prospectus (as appropriately supplemented) was not sent or supplementgiven o the person asserting any such losses, claims, damages, liabilities and judgments at or prior to the written confirmation of the sale of the Registrable Securities concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than the Selling Holder) to provide such person with a final prospectus (as appropriately supplemented) and such final prospectus (as appropriately supplemented) would have cured the defect giving rise to such loss, claims, damages, liabilities and judgments. In case may beany action or proceeding shall be brought against the Company or its directors, made officers, employees or omitted, as the case may beagents or any such controlling person, in reliance upon respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and in conformity with written information furnished duties given to the Company, and the Company or its directors, officers, employees or agents or such controlling person shall have the rights and duties given to such Selling Holder by such Holder expressly for use thereinthe preceding Section 9(b). Notwithstanding any other provision hereofthe foregoing, in no event shall the indemnification obligation liability of any Selling Holder be greater in amount than pursuant to this Section 9(c) exceed the dollar amount of the net proceeds received by such Selling Holder upon from the sale of Registrable Securities. Each Selling Holder also agrees to indemnify and hold harmless Securities Professionals with respect to the Registrable matters referred to in this Section 9(c) on substantially the same basis as that of the indemnification provided to the Company. The Company shall be entitled to receive indemnities from Securities giving rise Professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such obligationpersons specifically for inclusion in any prospectus or registration statement or any amendment or supplement thereto or any preliminary prospectus.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registration Statement in which a Holder includes Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall agrees to indemnify, to the full fullest extent permitted by law, individually and not jointly and severally, the Company, the Company's each other Holder which includes Registrable Securities in such Registration Statement, their respective directors, officers, employees and employees, attorneys, accountants, agents, representatives and each Person who controls the Company and such Holders (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (collectively, “Company/Holder Indemnitees”), from and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) Losses arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement covering any Registrable Securitiessuch Registration Statement, any related prospectus or preliminary prospectusProspectus, or any amendment or supplement theretoother offering document, or any omission (or alleged omission omission) to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementany Prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse the Company and each Holder Indemnitee for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement (or alleged untrue statement of a material fact statement) or an omission (or alleged omission to state a material fact omission) is made in such registration statement Registration Statement, Prospectus, or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, other offering document in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any inclusion in such Registration Statement, Prospectus, or other provision hereofoffering document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in no event shall the indemnification obligation settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be greater in amount than unreasonably withheld or delayed); and provided, further, that the dollar amount liability of each Holder hereunder shall be limited to the net proceeds received by such Holder upon from the sale of the Exhibit 4.1 Registrable Securities giving rise to such indemnification obligation. Furthermore, in connection with an Underwritten Offering, each Holder shall provide customary indemnification to the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act).

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securitiesfiled pursuant to this Agreement to effect a Registration, each Holder any of whose Registrable Securities are covered thereby shall furnish holder participating in such Registration agrees, severally and not jointly, to (and, as a condition precedent to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with filing of such registration statement, the Company may require an undertaking satisfactory to it from each such participating holder and from any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall prospective underwriter therefor agreeing to) indemnify, to the full fullest extent permitted by law, the Company, the Company's directors, Company and its officers, employees directors and agents, agents and each Person who controls the Company (within the meaning of the Securities Act1930 Xxx) and xhe Company or such officers, directors or agents against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising Losses which arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any such registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case not misleading or by any untrue or alleged untrue statement of a material fact included in any prospectus forming a part of such registration statement or preliminary prospectus or prospectus supplementfinal prospectus, or any amendment or supplement thereof or any omission or alleged omission to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made) , not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact omission is contained in any information or an omission affidavit with respect to such holder so furnished in writing by such holder or alleged omission its representatives to state a material fact the Company specifically for inclusion in such registration statement or prospectus; provided, however, that no such holder shall be responsible for Losses in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any other provision hereof, in no event shall the indemnification obligation of any Holder be greater in amount than the dollar amount excess of the net proceeds to be received by such Holder upon holder from the sale of the Registrable Securities giving rise covered by such registration statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer-managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such obligationPersons so furnished in writing by such Persons specifically for inclusion in any prospectus or Registration.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement in which a Holder is participating and as a condition to such participation, each Holder any of whose Registrable Securities are covered thereby shall furnish agrees, severally and not jointly, to indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by law, law the Company, the Company's and each of its directors, officers, employees employees, Affiliates, trustees and agents, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) and any investment adviser thereof each underwriter (if any), and each Person, if any, who controls such underwriter (within the meaning of Section 15 of the Securities Act or agent thereforSection 20(a) of the Exchange Act), against all lossesany Losses, claims, damages, liabilities and expenses insofar as such Losses (including costs of investigation and legal expensesor actions in respect thereof) arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement covering Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, Prospectus (including any Registrable Securities, any related prospectus or preliminary prospectusProspectus), or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (statement therein, in the case of a prospectus or prospectus supplement, the Prospectus in the light of the circumstances under which they were made) , not misleading, in each case to if the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished in writing to the Company by such Holder expressly for use therein. Notwithstanding any other provision hereof, in no event Each Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the indemnification obligation of any Holder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon the sale from sales of the Registrable Securities giving rise to such obligationobligations. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any Indemnified Party and shall survive the transfer of such securities by any Holder.

Indemnification by Holders of Registrable Securities. In connection ---------------------------------------------------- with any registration statement covering Registrable SecuritiesRegistration Statement, each Holder any Prospectus or form of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and or any preliminary prospectus in which a Holder is participating, such Holder shall indemnify, furnish to the full extent permitted by lawIssuers in writing such information as the Issuers reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall, without limitation as to time, indemnify and hold harmless the CompanyIssuers, the Company's their respective members, managers, directors, officers, employees agents and agentsemployees, each Person Person, if any, who controls either of the Company Issuers (within the meaning of Section 15 of the Securities Act and Section 20(a) of the Exchange Act) ), and any investment adviser thereof the members, managers, directors, officers, agents or agent thereforemployees of such controlling persons, to the fullest extent lawful, from and against all lossesLosses, claimsas incurred, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable SecuritiesRegistration Statement, any related Prospectus or form of prospectus or preliminary prospectus, or in any amendment or supplement theretothereto or in any preliminary prospectus, or any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) , not misleading, in each case misleading to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state of a material fact is contained in such registration statement or omitted from any information so furnished in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company writing by such Holder to the Issuers expressly for use therein. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any selling Holder be greater in amount than the dollar amount of the proceeds (net of payment of all expenses) received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement in which a Holder is participating, each such Holder any of whose Registrable Securities are covered thereby shall will furnish to the Company in writing such information and affidavits with respect to the name and address of such Holder and such other information as the Company may be reasonably requests required for use in connection with any such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall indemnifyeach Holder agrees to indemnity, to the full extent permitted by law, the Company, the Company's its directors, officers, employees officers and agents, counsel and each Person who controls the Company (within the meaning of the Securities Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus the Registration Statement or preliminary prospectus, Prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein thereto or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement (including any omissions with respect thereto); provided, however, that such Holder shall not be liable in any such case to the extent that prior to the filing of a material fact any such Registration Statement or an omission Prospectus or alleged omission amendment thereof or supplement thereto, such Holder has furnished in writing to state a material fact the Company information expressly for use in such registration statement Registration Statement or in such related prospectus, preliminary prospectus, Prospectus or any amendment thereof or supplement, as the case may be, supplement thereto which corrected or made or omitted, as the case may be, in reliance upon and in conformity with written not misleading information previously furnished to the Company by such Holder expressly for use thereinCompany. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of any registration statement covering Registrable Securities shall, by acceptance thereof, indemnify and hold harmless each other holder of any Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, its directors and officers, employees each above-described underwriter who contracts with the Company or its agents and agentseach other Person, each Person if any, who controls the Company (within or such underwriter, against any liability, joint or several, to which any such other Holder, the meaning Company, underwriter or any such director or officer of any such Person may become subject under the Securities ActAct or any other statute or at common law, if such liability (or actions in respect hereof) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising arises out of or is based upon (i) the disposition by such Holder of such Registrable Securities in violation of the provisions of this Article VII, (ii) any untrue or alleged untrue statement of a any material fact contained in any registration statement covering any Registrable Securitiesunder which securities were registered under the Securities Act at the request of such Holder, any related preliminary prospectus or preliminary prospectusfinal prospectus contained therein, or any amendment or supplement thereto, or (iii) any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make statement(s) therein not misleading. Notwithstanding any other provision of this Section, the statements therein (indemnification rights set forth in this Section shall be given in the case of a prospectus clause (ii) or prospectus supplement, in light of the circumstances under which they were made(iii) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an if such alleged untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, supplement thereto was made or omitted, as the case may be, (1) in reliance upon and in conformity with written information furnished to the Company by such Holder expressly stated for use therein, and (2) not based on the authority of an expert as to whom the holder had no reasonable ground to believe, and did not believe, that (A) the statements made on the authority of such expert were untrue or (B) there was an omission to state a material fact. Notwithstanding Such Holder shall reimburse the Company, such underwriter or such director, officer, other Person or other Holder for any other provision hereofreasonable legal fees incurred in investigating or defending any such liability; provided, however, that no Holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or misleading statement or omission contained in no event shall any prospectus or for any liability which arises out of the indemnification obligation failure of any Person to deliver a prospectus as required by the Securities Act; and provided further, that the obligations of such Holder of Registrable Securities for the indemnity hereunder shall be greater in limited to an amount than equal to the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise upon disposition thereof and shall not extend to any settlement of claims related thereto without the express written consent of such obligationHolder of Registrable Securities, which consent shall not be unreasonably withheld.

Indemnification by Holders of Registrable Securities. In connection with Each holder of Registrable Securities included in any registration statement covering Registrable Securitiesagrees, each Holder any of whose Registrable Securities are covered thereby shall furnish severally and not jointly, to indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by lawlaw (including without limitation reimbursement of the Issuer for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, claim, damage, liability or expense) the CompanyIssuer, the Company's directors, its officers, employees directors and agentsagents and each Person, each Person if any, who controls the Company (Issuer within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to such holder of Registrable Securities in Section 2.05, but only (i) and any investment adviser thereof with respect to information furnished in writing by such holder of Registrable Securities or agent thereforon such holder's behalf, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in either case expressly for use in any registration statement covering any or prospectus relating to the Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission preliminary, summary or alleged omission final prospectus or any amendments or supplements thereto or (ii) to the extent that any loss, claim, damage, liability or expense described in this Section 2.06 results from (a) the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense, (b) the use of any prospectus by or on behalf of any holder of Registrable Securities more than 24 hours after the Issuer has notified such Person that such prospectus contains an untrue statement of a material fact or omits to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) , not misleading, in each case or (c) the use of any prospectus by or on behalf of any holder of Registrable Securities after such time as the obligation of the Issuer to keep the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such related registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any other provision hereof, in no event shall the indemnification obligation of any Holder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such obligationeffective has expired.

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder, severally and not jointly with any registration statement covering Registrable Securitiesother Selling Holder, each Holder any of whose Registrable Securities are covered thereby shall furnish agrees to the Company in writing such information indemnify and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, hold harmless the Company, the Company's directors, officers, its directors and officers employees and agentsagents and each person, each Person if any, who controls the Company (within the meaning of either Section 15 of the Securities Act) and any investment adviser thereof Act or agent thereforSection 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, against all but only with respect to losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) judgments arising out of of, or based upon upon, any untrue or alleged such untrue statement of a material fact contained or omission or allegations thereof based upon information furnished in writing by such Selling Holder or on such Selling Holder's behalf expressly for use in any registration statement covering any Registrable Securities, any related or prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a preliminary prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case relating to the extentShelf Registration; provided, but only to the extenthowever, that the same arises out of or is based upon an with respect to any untrue statement or omission or alleged untrue statement of a material fact or an omission made in any preliminary or alleged omission to state a material fact in such registration statement or in such related final prospectus, preliminary prospectusthe indemnity agreement contained in this subsection shall not apply to the extent that any such losses, amendment claims, damages, liabilities or supplementjudgments result from the fact that a final prospectus (as supplemented, if applicable) was not sent or given to the person asserting any such loss, claim, damage, liability or judgment at or prior to the written confirmation of the sale of the Common Stock concerned to such person if it is determined that it was the responsibility of the Company or any other person or entity (other than the Selling Holder) to provide such person with a final prospectus (as supplemented, if applicable) and such final prospectus (as supplemented, if applicable) would have cured the defect giving rise to such loss, claim, damage, liability or judgment. In case may beany action or proceeding shall be brought against the Company or its directors, made officers, employees or omitted, as the case may beagents or any such controlling person, in reliance upon respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and in conformity with written information furnished duties given to the Company, and the Company or its directors, officers, employees or agents or such controlling person shall have the rights and duties given to such Selling Holder by such Holder expressly for use thereinthe preceding Section 7(b). Notwithstanding any other provision hereofthe foregoing, in no event shall the indemnification obligation liability of any Selling Holder be greater in amount than pursuant to this Section 7(c) exceed the dollar amount of the net proceeds received by such Selling Holder upon from the sale of Registrable Securities. Each Selling Holder also agrees to indemnify and hold harmless Securities Professionals with respect to the Registrable matters referred to in this Section 7(c) on substantially the same basis as that of the indemnification provided to the Company. The Company shall be entitled to receive indemnities from Securities giving rise Professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such obligationpersons specifically for inclusion in any prospectus or registration statement or any amendment or supplement thereto or any preliminary prospectus.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration in which a Stockholder is participating, each Holder any of whose Registrable Securities are covered thereby shall such Stockholder will furnish to the Company in writing such information and affidavits with respect to such Holder Stockholder as the Company reasonably requests for use in connection with such registration statementany Registration Statement or Prospectus and agrees to indemnify, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, severally and shall indemnifynot jointly, to the full extent permitted by law, the Company, the Company's directors, officers, employees directors and agents, officers of the Company signing the Registration Statement and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein in the Registration Statement or Prospectus or preliminary Prospectus (in the case of a prospectus the Prospectus or prospectus supplementany preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact omission is contained in any information with respect to such Stockholder so furnished in writing by such Stockholder or an omission or alleged omission to state a material fact in such registration statement or in such related prospectusits representative specifically for inclusion therein; PROVIDED, preliminary prospectusHOWEVER, amendment or supplement, as that the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished Stockholder's liability shall be limited to the Company proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of shares sold by such Holder expressly for use therein. Notwithstanding any other provision hereofSeller under such Registration Statement bears to the total public offering price of all securities sold thereunder, but shall in no event shall exceed the indemnification obligation of any Holder be greater in amount than the dollar amount of the net proceeds received by such Holder upon Stockholder from the sale of the Registrable Securities giving rise shares pursuant to such obligationRegistration Statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such Persons or entities so furnished in writing by such Persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Holder any of whose If the Holders' Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by lawsold under a Prospectus which is a part of a Registration Statement, the CompanyHolders agree to indemnify and hold harmless STAR, the Company's directors, officers, employees its directors and agents, each Person officer who signed such Registration Statement and each person who controls the Company STAR (within the meaning of Section 15 of the Securities Act) ), and each other person whose securities are sold under the Prospectus which is a part of such Registration Statement (and such person's officers, directors and employees and each person who controls such person within the meaning of Section 15 of the Securities Act), from and against any investment adviser thereof or agent therefor, against and all losses, claims, damages, damages and liabilities and expenses (including costs of investigation any investigation, legal or other expenses reasonably incurred in connection with, and legal expensesany amount paid in settlement of, any action, suit or proceeding or any claim asserted) arising to which STAR or any other such person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement covering any Registrable SecuritiesRegistration Statement, any related prospectus Prospectus or preliminary prospectus, prospectus or any amendment or supplement thereto, or any (ii) the omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any violation or alleged violation by STAR of the Securities Act, the Exchange Act or any state securities or blue sky laws in connection with the case of a Registration Statement, Prospectus or preliminary prospectus or prospectus supplementany amendment or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case to the extentextent that such losses, but only to the extentclaims, that the same arises damages, liabilities or actions arise out of or is are based upon an untrue statement or alleged any untrue statement of a material fact or an omission or alleged omission to state of a material fact that was made in such registration statement the Prospectus, the Registration Statement, or in such related prospectus, preliminary prospectus, any amendment or supplement, as the case may be, made or omitted, as the case may besupplement thereto, in reliance upon and in conformity with written information furnished in writing to STAR by the Company by such Holder Holders expressly for use therein. Notwithstanding any other provision hereof, provided that in no event shall the indemnification obligation aggregate liability of any Holder be greater in amount than the dollar Holders exceed the amount of the net proceeds received by such Holder the Holders upon the sale of the Registrable Securities giving rise to such indemnification obligation. STAR and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as customarily furnished by such persons in similar circumstances.

Indemnification by Holders of Registrable Securities. In connection with Each Holder shall, by acceptance thereof, indemnify and hold harmless each other Holder, its officers, directors or partners, PhaseCom Del, its directors and officers, each underwriter and each other Holder, if any, who controls PhaseCom Del or such underwriter, against any liability, joint or several, as incurred, to which any such other holder, PhaseCom Del, underwriter or any such director or officer of any such Holder may become subject under the Securities Act or any other statute or at common law, in so far as such liability (or actions in respect thereof) arises out of or is based upon (A) the disposition by such Holder in violation of the provisions of this Section; (B) any statement of any material fact contained in any registration statement covering Registrable Securities, each Holder any under which securities were registered under the Securities Act at the request of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statementHolder, any related preliminary prospectus or preliminary prospectusfinal prospectus contained therein, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees and agents, each Person who controls the Company ; or (within the meaning of the Securities ActC) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (not misleading. Notwithstanding the above in this Section 2.f.ii, the indemnification set forth in this Section 2.f.ii shall be given in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were madeclauses (B) not misleading, in each case and (C) to the extent, but only to the extent, that the same arises out of or is based upon an untrue such statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact was made in such registration statement or in such related prospectusstatement, preliminary or final prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, supplement thereto in reliance upon and in conformity with written information furnished to the Company PhaseCom Del by such Holder and expressly stated for use therein. Notwithstanding Such Holder shall reimburse PhaseCom Del, such underwriter or such director, officer, other Holder or for any other provision hereoflegal fees incurred in investigating or defending any such liability, as incurred; PROVIDED, HOWEVER, that no Holder shall be required to indemnify any Holder against any liability arising from any untrue or misleading statement or omission contained in no event shall any preliminary prospectus if such deficiency is corrected in the indemnification obligation final prospectus or for any liability which arises out of the failure of any Holder be greater in amount than to deliver a prospectus as required by the dollar amount Securities Act; and provided further, that the obligations of the proceeds received by such Holder upon for the sale indemnity hereunder shall not extend to any settlement of claims related thereto without the Registrable Securities giving rise to express written consent of such obligationHolder.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securitiesin which a Significant Holder is participating, each such Significant Holder any of whose Registrable Securities are covered thereby shall will furnish to the Company in writing such information and affidavits with respect to such Significant Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall agrees to indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees directors and agentsofficers of the Company signing the Registration Statement, each Person person who controls the Company (within the meaning of the Securities Act and the Exchange Act) ), and all underwriters participating in the distribution against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein in the Registration Statement or Prospectus or preliminary Prospectus (in the case of a prospectus the Prospectus or prospectus supplementany preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission is contained in any information with respect to state a material fact such Significant Holder so furnished in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company writing by such Significant Holder expressly or its representative specifically for use inclusion therein. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any Significant Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Significant Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement in which a Holder is participating, each such Holder any of whose Registrable Securities are covered thereby shall will furnish to the Company in writing such information and affidavits with respect to the name and address of such Holder and such other information as the Company may be reasonably requests required for use in connection with any such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall indemnifyagrees to indemnity, to the full extent permitted by law, the Company, the Company's directors, officers, employees its directors and agents, officers and each Person who controls the Company (within the meaning of the Securities Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus the Registration Statement or preliminary prospectus, Prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein thereto or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement; PROVIDED, HOWEVER, that such Holder shall not be liable in any such case to the extent that prior to the filing of a material fact any such Registration Statement or an omission Prospectus or alleged omission amendment thereof or supplement thereto, such Holder has furnished in writing to state a material fact the Company information expressly for use in such registration statement Registration Statement or in such related prospectus, preliminary prospectus, Prospectus or any amendment thereof or supplement, as the case may be, supplement thereto which corrected or made or omitted, as the case may be, in reliance upon and in conformity with written not misleading information previously furnished to the Company by such Holder expressly for use thereinCompany. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any Selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Holder upon the sale of the Registrable Securities Securities, sold under such Registration Statement or Prospectus as contemplated herein, giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration Statement in which a Holder is participating, each such Holder any of whose Registrable Securities are covered thereby shall will furnish to the Company in writing such information and affidavits with respect to the name and address of such Holder and such other information as the Company may be reasonably requests required for use in connection with any such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall indemnifyagrees to indemnity, to the full extent permitted by law, the Company, the Company's directors, officers, employees its directors and agents, officers and each Person who controls the Company (within the meaning of the Securities Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus the Registration Statement or preliminary prospectus, Prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein thereto or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement relates to any information with respect to such Holder so furnished in writing by such Holder specifically for inclusion in any Prospectus or Registration Statement; PROVIDED, HOWEVER, that such Holder shall not be liable in any such case to the extent that prior to the filing of a material fact any such Registration Statement or an omission Prospectus or alleged omission amendment thereof or supplement thereto, such Holder has furnished in writing to state a material fact the Company information expressly for use in such registration statement Registration Statement or in such related prospectus, preliminary prospectus, Prospectus or any amendment thereof or supplement, as the case may be, supplement thereto which corrected or made or omitted, as the case may be, in reliance upon and in conformity with written not misleading information previously furnished to the Company by such Holder expressly for use thereinCompany. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any Selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Selling Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Each Holder any of whose Registrable Securities are covered thereby shall furnish agrees severally but not jointly to indemnify and hold harmless the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement theretoits respective directors and officers, and shall indemnifyeach person, to the full extent permitted by lawif any, the Company, the Company's directors, officers, employees and agents, each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement covering Registration Statement or Prospectus or in any Registrable Securities, amendment or supplement thereto or in any related prospectus or preliminary prospectus, or any amendment arising out of or supplement thereto, or based upon any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementnot misleading, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, provided that the same any such Loss arises out of of, or is based upon upon, an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company in writing by such Holder or such Holder's representative expressly for use thereinin such Registration Statement or Prospectus or amendment or supplement thereto. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any selling Holder of Registrable Securities hereunder be greater in excess of the amount than that is the aggregate total of (i) the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to a Registration Statement giving rise to such obligationindemnification obligation plus (ii) fifty cents for each share of Common Stock that was covered by the Registration Statement giving rise to such Holder's indemnification obligation under this Section 6(b) (whether issued and outstanding shares of Common Stock or Common Stock that may be issued upon conversion, exercise or exchange of such Holder's Registerable Securities) and was not sold pursuant to such Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with the event ---------------------------------------------------- of the registration of any registration statement covering Registrable SecuritiesSecurities under the Securities Act pursuant to the provisions hereof, each Holder any of Stockholder on whose behalf such Registrable Securities are covered thereby shall furnish have been registered will, to the Company in writing such information extent permitted by Applicable Law, severally but not jointly, indemnify and affidavits with respect to such Holder as hold harmless, ATC, each director of ATC, each officer of ATC who signs the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectuseach underwriter, broker and dealer, if any, who participates in the offering and sale of such Registrable Securities and each other Person, if any, who controls ATC or any amendment such underwriter, broker or supplement thereto, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees and agents, each Person who controls the Company (dealer within the meaning of the Securities Act) and any investment adviser thereof Act or agent thereforthe Exchange Act (each such person including without limitation ATC being hereinafter sometimes referred to as an "indemnified person"), against all lossesany Claims, claimsjoint or several, damagesto which such indemnified person may become subject, liabilities and expenses (including costs of investigation and legal expenses) arising without limitation under the Securities Act, the Exchange Act or any state securities or blue sky law, insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement covering any Registrable Securities, any related prospectus Registration Statement or preliminary prospectus, Prospectus or any amendment or supplement theretothereto or any document incorporated by reference therein, or any arise out of or are based upon the omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementtherein, in light of the circumstances under which they were made) , not misleading, in each case to the extent, but only to the extent, provided that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, has been made or omitted, as the case may be, incorporated therein in reliance upon and in conformity with written information furnished to the Company ATC by such Holder expressly Stockholder specifically stating that it is for use therein. Notwithstanding in preparation thereof, and will reimburse each such indemnified person for any legal or any other provision hereofexpenses reasonably incurred by ATC or such indemnified person in connection with investigating or defending, settling or satisfying any such Claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of such Registrable Securities by such Stockholder. In no event shall the indemnification obligation liability of any Holder such Stockholder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securitiesfiled pursuant to this Agreement to effect a Registration, each Holder any Investor which is a holder of whose Registrable Securities are covered thereby shall furnish participating in such Registration agrees, severally and not jointly, to (and, as a condition precedent to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with filing of such registration statement, the Company may require an undertaking reasonably satisfactory to it from each such participating Investor and from any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall prospective underwriter therefor agreeing to) indemnify, to the full fullest extent permitted by law, the Company, each officer of the Company who signs the registration statement, each director of the Company's directors, officers, employees and agents, each Person who controls Controls the Company (within the meaning of the Securities Act) and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising Losses which arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any such registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case not misleading or by any untrue or alleged untrue statement of a material fact included in any prospectus forming a part of such registration statement or preliminary prospectus or prospectus supplementfinal prospectus, or any amendment or supplement thereof or any omission or alleged omission to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made) , not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission is contained in any information with respect to state a material fact such Investor so furnished in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished writing to the Company by such Holder Investor or its representative expressly for use therein. Notwithstanding any other provision hereof; provided, however, that no such Investor shall be responsible for Losses in no event shall the indemnification obligation of any Holder be greater in amount than the dollar amount excess of the net proceeds to be received by such Holder upon Investor from the sale of the Registrable Securities giving rise covered by the applicable registration statement. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer-managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such obligationPersons so furnished in writing by such Persons specifically for inclusion in any prospectus or registration statement.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable SecuritiesRegistration in which a Registering Member is participating, each Holder any of whose Registrable Securities are covered thereby shall such Member will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, Prospectus and shall agrees to indemnify, to the full extent permitted by law, (1) the Company, the Company's directors, officers, employees directors and agents, officers of the Company signing the Registration Statement and each Person person who controls the Company (within the meaning of the Securities Act and the Exchange Act) and (ii) any investment adviser thereof or agent thereforother Registering Member participating in such Registration (and its officers, directors and agents, and each person who controls such Registering Member within the meaning of the Exchange Act) against all any losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein in the Registration Statement or Prospectus or preliminary Prospectus (in the case of a prospectus the Prospectus or prospectus supplementany preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission is contained in any information with respect to state a material fact such Registering Member so furnished in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company writing by such Holder expressly Registering Member or his representative specifically for use inclusion therein. Notwithstanding any other provision hereof, in In no event shall the indemnification obligation liability of any Holder selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Registration Statement in which a Holder any of whose Registrable Securities are covered thereby is participating, such Holder shall furnish (or cause to the Company be furnished) to New PubCo in writing such information and affidavits with respect to such Holder as the Company New PubCo reasonably requests for use in connection with any such registration statement, any related prospectus Registration Statement or preliminary prospectus, or any amendment or supplement thereto, and shall indemnifyProspectus (the “Holder Information”) and, to the full extent permitted by law, the Companyshall indemnify New PubCo, the Company's its directors, officers, employees officers and agents, agents and each Person person or entity who controls the Company New PubCo (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and out-of-pocket expenses (including costs of investigation including, without limitation, reasonable and legal expensesdocumented outside attorneys’ fees) arising out of or based upon resulting from any untrue or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement covering any Registrable SecuritiesRegistration Statement, any related prospectus Prospectus or preliminary prospectus, Prospectus or any amendment thereof or supplement thereto, thereto or any omission or alleged omission to state in any thereof of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, extent that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact omission is contained in (or an omission or alleged omission to state a material fact not contained in, in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made of an omission) any information or omitted, as the case may be, affidavit so furnished in reliance upon and in conformity with written information furnished to the Company writing by or on behalf of such Holder expressly for use therein. Notwithstanding any other provision hereof; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in no event shall proportion to and limited to the indemnification obligation of any Holder be greater in amount than the dollar amount of the net proceeds received by such Holder upon from the sale of the Registrable Securities giving rise pursuant to such obligationRegistration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of New PubCo.

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.08, but only with respect to (a) written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement covering Registrable Securities, each Holder any of whose or prospectus relating to the Registrable Securities are covered thereby shall furnish to the Company in writing of such information and affidavits with respect to such Selling Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any preliminary prospectus and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees and agents, each Person who controls the Company (within the meaning of the Securities Actb) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement covering any or prospectus relating to such Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus (in each case, including any document incorporated by reference therein), or that arise out of or are based upon any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementtherein, in light of the circumstances under which they were made) , not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any other provision hereofthe foregoing, in no event shall will the indemnification obligation liability of any a Selling Holder be greater in amount than under this Section 2.09 or Section 2.11 or otherwise hereunder exceed the dollar amount of the net proceeds actually received by such Selling Holder upon from the sale of the its Registrable Securities giving rise hereunder. This indemnity shall be in addition to such obligationany liability each Selling Holder may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with Each Holder of any registration statement covering Registrable SecuritiesSecurities shall, each Holder in the event of a Registration of any of whose its Registrable Securities are covered thereby shall furnish under the Securities Act pursuant to the Company in writing such information Sections 2.1, 2.2 or 2.3, severally and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statementnot jointly, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, indemnify and shall indemnify, to the full extent permitted by law, hold harmless the Company, the Company's directors, its directors and officers, employees each underwriter and agentseach other Person, each Person if any, who controls the Company (within or such underwriter, against any liability, joint or several, as incurred, to which the meaning of Company, underwriter or any such director or officer or controlling person may become subject under the Securities ActAct or any other statute or at common law, in so far as such liability (or actions in respect thereof) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising arises out of or is based upon (i) any untrue statement or alleged untrue statement of a any material fact contained in any the registration statement covering any under which such Registrable SecuritiesSecurities were registered under the Securities Act at the request of such Holder pursuant to this Agreement, any related preliminary prospectus or preliminary prospectusfinal prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (not misleading; provided however, that no Holder of Registrable Securities shall be required to indemnify any Person against any liability arising from any untrue or alleged untrue or misleading statement or omission or alleged omission contained in any preliminary prospectus if such deficiency is corrected in the case final prospectus and liability arises out of the failure of any Person to deliver a prospectus or prospectus supplementas required by the Securities Act. Notwithstanding the above, the indemnification set forth in light of the circumstances under which they were made) not misleading, in each case this Section 2.6.2 shall be given to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact was made in such registration statement or in such related prospectusstatement, preliminary or final prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Holder and expressly stated for use therein. Notwithstanding Such Holder shall reimburse the Company, such underwriter or such director, officer, or controlling person for any other provision hereoflegal fees incurred in investigating or defending any such liability, in no event as incurred; provided, that the obligations of such Holder of Registrable Securities for the indemnity hereunder shall be limited to the indemnification obligation of any Holder be greater in amount than the dollar amount of the net proceeds received by such Holder upon of Registrable Securities from the sale of the Registrable Securities giving rise covered by such registration statement and shall not extend to any settlement of claims related thereto without the express written consent of such obligationHolder of Registrable Securities.

Indemnification by Holders of Registrable Securities. In connection Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives to the same extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.8, but only with respect to (a) written information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement covering Registrable Securities, each Holder any of whose or prospectus relating to the Registrable Securities are covered thereby shall furnish to the Company in writing of such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectusSelling Holder, or any amendment or supplement thereto, or any preliminary prospectus and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees and agents, each Person who controls the Company (within the meaning of the Securities Actb) and any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement covering any or prospectus relating to such Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any preliminary prospectus, or that arise out of or are based upon any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementtherein, in light of the circumstances under which they were made, not misleading and (i) not misleading, in each case that such Selling Holder knew to the extent, but only be untrue or knew to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or be an omission or alleged (ii) (A) that such Selling Holder reasonably should have known to be untrue or reasonably should have known to be an omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to (B) which the Company by such Holder expressly for use thereindid not know to be untrue or did not know to be an omission. Notwithstanding any other provision hereofthe foregoing, in no event shall will the indemnification obligation liability of any a Selling Holder be greater in amount than under this Section 2.9 or Section 2.11 or otherwise hereunder exceed the dollar amount of the net proceeds actually received by such Selling Holder upon from the sale of the its Registrable Securities giving rise hereunder. This indemnity shall be in addition to such obligationany liability each Selling Holder may otherwise have.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each pursuant to this Agreement in which a Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to is participating, such Holder as the Company reasonably requests for use in connection with such registration statementagrees, any related prospectus or preliminary prospectusseverally and not jointly, or any amendment or supplement thereto, and shall to indemnify, to the full extent permitted by law, protect and hold harmless the Company, the Company's directors, its directors and officers, employees any underwriter, each other Holder so participating and agents, each Person who controls "controls" the Company Company, such underwriter or other Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), and all other Holders of Registrable Securities so participating, from and against any investment adviser thereof or agent therefor, against all losses, claims, damages, liabilities and expenses (including costs to which any of investigation the foregoing Persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and legal expenses) arising expenses arise out of or are based upon any an untrue or alleged untrue statement of a material fact contained in any registration statement covering Registration Statement under which such Registrable Securities were registered under the Securities Act, or any Registrable Securitiespreliminary, any related final or summary prospectus or preliminary prospectuscontained therein, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state in any thereof therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplementprospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an such untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, was made or omitted, as the case may be, in reliance upon and in conformity with written information furnished by such Holder to the Company by or any underwriter specifically for inclusion therein such Registration Statement; provided, however, that the obligations of each Holder expressly for use therein. Notwithstanding any other provision hereof, in no event shall be limited to an amount equal to the indemnification obligation of any Holder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the its Registrable Securities giving rise pursuant to such obligationregistration.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Holder any of whose Registrable Securities are covered thereby shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full extent permitted by law, the Company, the Company's directors, officers, employees and agents, each Person who controls the Company (within the meaning of the Securities Act) and any investment adviser thereof or agent therefor, therefor against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising using out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement covering any Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that the same arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact in such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any other provision hereof; PROVIDED, HOWEVER, that in no event shall the indemnification obligation liability of any Holder be greater in amount than the dollar amount of for indemnification under this SECTION 8(B) exceed the proceeds received by such Holder upon from the sale of the Registrable Securities giving rise under the applicable registration statement. This indemnity is in addition to any liability that a Holder may otherwise have. Each Holder participating in an offering of Registrable Securities shall, if requested by the managing underwriter or underwriters of such obligationoffering, also indemnify any underwriters of such Registrable Securities, selling brokers, dealer managers and similar securities industry professionals participating in the distribution of such Registrable Securities and their officers and directors and each Person who controls such underwriters or other Persons (within the meaning of the Securities Act) to the extent provided in the applicable underwriting agreement.

Indemnification by Holders of Registrable Securities. In connection with any registration statement covering Registrable Securities, each Holder any Each holder of whose Registrable Securities are covered thereby shall furnish included in any Registration Statement agrees, severally and not jointly, to indemnify and hold harmless to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with such registration statement, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, and shall indemnify, to the full fullest extent permitted by lawlaw (including without limitation reimbursement of OpenTV for any legal or any other expenses reasonably incurred by it in investigating or defending such loss, the Companyclaim, the Company's directorsdamage, liability or expense) OpenTV, its officers, employees directors and agentsagents and each Person, each Person if any, who controls the Company (OpenTV within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from OpenTV to such holder of Registrable Securities in Section 3.01, but only (i) and any investment adviser thereof with respect to information furnished in writing by such holder of Registrable Securities or agent thereforon such holder's behalf, against all losses, claims, damages, liabilities and expenses (including costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in either case expressly for use in any registration statement covering any Registration Statement or Prospectus relating to the Registrable Securities, any related prospectus or preliminary prospectus, or any amendment or supplement thereto, or any omission preliminary, summary or alleged omission final Prospectus or any amendments or supplements thereto or (ii) to the extent that any loss, claim, damage, liability or expense described in this Section 3.02 results from (a) the fact that a current copy of the Prospectus was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such holder to provide such Person with a current copy of the Prospectus (or such amended or supplemented Prospectus, as the case may be) and such current copy of the Prospectus (or such amended or supplemented Prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense, (b) the use of any Prospectus by or on behalf of any holder of Registrable Securities more than 24 hours after OpenTV has notified such Person that such Prospectus contains an untrue statement of a material fact or omits to state in any thereof a material fact required to be stated therein or necessary to make the statements therein (therein, in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) , not misleading, in each case to or (c) the extent, but only to the extent, that the same arises out use of any Prospectus by or is based upon an untrue statement or alleged untrue statement on behalf of a material fact or an omission or alleged omission to state a material fact in any holder of Registrable Securities after such registration statement or in such related prospectus, preliminary prospectus, amendment or supplement, time as the case may be, made or omitted, as the case may be, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein. Notwithstanding any other provision hereof, in no event shall the indemnification obligation of any Holder be greater in amount than OpenTV to keep the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such obligationrelated Registration Statement effective has expired.