Common use of Indemnification by Holders Clause in Contracts

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, and the directors, officers, agents and employees of the Company, to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally from and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent Losses, as incurred, arising solely out of or based on solely upon any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statementProspectus, or any amendment form of prospectus or supplement thereto, arising solely out of or based on solely upon any omission (or alleged omission) to state therein of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case misleading to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in such registration statement, prospectus, offering circular, “issuer free any information so furnished in writing prospectus” or other document in reliance upon and in conformity with written information regarding by such Holder furnished to the Company specifically for inclusion in the Registration Statement, any Prospectus or any form of prospectus and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder or its authorized representatives and stated to be specifically expressly for use thereinin the Registration Statement, such Prospectus or such form of prospectus; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 5(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action Losses if such settlement is effected without the prior written consent of the applicable Holder (such Holder, which consent shall not be unreasonably withheld; provided, further, that such Holder agrees its consent to any such settlement will not be unreasonably withheld if such Holder will not be liable for any payments or delayed)incur any out-of-pocket expenses with respect to such settlement. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or such registration, qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, indemnify the Company, each of its directors, officers, shareholders, employees, representatives, attorneys and partners, each Controlling Person of the Company or such underwriter, and each other Holder, each of such other Holder’s officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, representatives and partners and each Controlling Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”)such other Holder, against all Losses claims, losses, damages and liabilities (or actions in respect thereof) to ), including any of the extent foregoing incurred in any investigation or inquiry or in any settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company in connection with any such registration, qualification or compliance, and each Holder will reimburse each of the Holder Indemnified Parties Company, such other Holders, such directors, officers, shareholders, employees, representatives, attorneys, partners, such underwriters and such Controlling Person for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, investigating or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or ), omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document or such violation (or alleged violation) is committed, in reliance upon and in conformity with written information regarding such Holder furnished to the Company by an instrument duly executed by such Holder or its authorized representatives and stated to be specifically for use thereinin any such registration statement, prospectus, offering circular or other document; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 8.2 shall not (i) apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the prior written consent of the applicable such Holder (which consent shall not be unreasonably withheld withheld); or delayed)(ii) inure to the benefit of any underwriter from whom the person asserting any such loss, claim damage or liability purchased the Registrable Securities which are the subject thereof (or to the benefit of any person controlling such underwriter) with respect to a preliminary prospectus or final prospectus if such underwriter (if required by the Act) failed to send or give a copy of the most recent prospectus, if the most recent prospectus furnished by the Company shall correct the untrue statement or alleged untrue statement or omission or alleged omission which is the basis of the loss, claim, damage, liability, or action for which indemnification is sought, to such person at or prior to the written confirmation of the sale of such Registrable Securities to such person. This indemnity will be in addition to any liability which each Holder may otherwise have.

Indemnification by Holders. To the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesRepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives H▇▇▇▇▇ and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To In connection with any registration statement in which Holders of Registrable Securities are participating, each such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, will indemnify the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act (collectivelyor Section 20 of the Exchange Act) and their respective officers, the “Holder Indemnified Parties”)directors, partners, employees, agents and representatives against all any Losses (or actions in respect thereof) to the extent arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary or form of prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, arising out of or based on upon any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in writing by such Holder to the Company expressly for use in such registration statement or prospectus and that such statement or omission (or alleged omission) is made was relied upon by the Company in preparation of such registration statement, prospectus or form of prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that such Holder of Registrable Securities shall not be liable in any such case to the extent that the Holder has furnished in writing to the Company prior to the filing of any such registration statement or prospectus or amendment or supplement thereto information expressly for use in such registration statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of any indemnity under this Section 3.2 payable by selling Holder of Registrable Securities hereunder be greater in amount than the Purchasers and any Holder exceed an dollar amount equal to of the proceeds (net proceeds of payment of all expenses) received by such Holder in respect upon the sale of the Registrable Securities sold pursuant giving rise to the registration statementsuch indemnification obligation. The Such indemnity agreement contained shall remain in this Section 3.2 shall not apply to amounts paid in settlement full force and effect regardless of any loss, claim, damage, liability investigation made by or action if on behalf of such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)indemnified party.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesrepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers Investor and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnifyshall, severally and not jointly with any other Holders of Registrable Securitiesjointly, indemnify and hold harmless the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneysofficers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act (collectively, and Section 20 of the “Holder Indemnified Parties”Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (or actions in respect thereof) to the extent Losses, as incurred, arising out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, any Prospectus, or any form of prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement theretothereto or in any preliminary prospectus, or based on arising out of or relating to any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case misleading to the extent, but only to the extent, that such untrue statement (statements or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance omissions are based solely upon and in conformity with written information regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use therein; provided, however, that in . In no event shall the liability of any indemnity under this Section 3.2 payable by selling Holder hereunder be greater in amount than the Purchasers and any Holder exceed an dollar amount equal to of the net proceeds received by such Holder in respect upon the sale of the Registrable Securities sold pursuant giving rise to the registration statementsuch indemnification obligation. The indemnity agreement contained in this Section 3.2 6(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld withheld, conditioned or delayed), nor shall the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of such final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable SecuritiesHolders, the Company, each of its officersrepresentatives and Affiliates and each underwriter thereof, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by any of the Purchasers and any Holder exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesrepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.24.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; it being understood and agreed that the only such information furnished by any Holder consists of the number of shares of Common Stock (or any securities convertible, exchangeable or exercisable for Common Stock within 60 days of any such filing) owned by such Holder, the number of Registrable Securities proposed to be sold by such Holder, the name and address of such Holder proposing to sell, and the distribution proposed by such Holder; provided, however, that in no event shall any indemnity under this Section 3.2 4.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the sale of the Registrable Securities sold pursuant giving rise to the registration statementsuch indemnification obligation. The indemnity agreement contained in this Section 3.2 4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability Losses or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable lawLaw, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-out- of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effectedhas been effected pursuant to this Agreement, indemnifyindemnify and hold harmless, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each underwriter, if any of the Company’s securities covered by such a registration, each Person who controls controlling the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), from and against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” Issuer Free Writing Prospectus or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” Issuer Free Writing Prospectus or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use thereinHolder; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the gross proceeds (net proceeds of any underwriting commissions and discounts, but before deducting other expenses) received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securitiesindemnify, hold harmless and defend (i) the Company, each of its and (ii) the directors, officers, directors, partners, managers, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 or agents of the Securities Act Company, if any (collectivelyeach, the a “Holder Company Indemnified PartiesPerson”), against all Losses (or actions in respect thereof) any Claims to the extent arising which any of them may become subject insofar as such Claims arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in Violation which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject occurs due to the last sentence inclusion by the Company in a Registration Statement of this Section 3.2false or misleading information about the Holder, settling any where such Losses or action, as such expenses are incurred, information was furnished in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such the Holder or its authorized representatives and stated to be specifically on behalf of the Holder for use therein; provided, however, that the purpose of inclusion in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal such Registration Statement. Notwithstanding anything herein to the net proceeds received by such Holder in respect of contrary, the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 5(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action Claim if such settlement is effected without the prior written consent of the applicable Holder (Holder, which consent shall not be unreasonably withheld or delayed; and provided, further, however, that a Holder shall be liable under this Section 5(b) for only that amount of an Indemnity Claim as does not exceed the net amount of proceeds received by such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. Promptly after receipt by a Company Indemnified Person under this Section 5 of notice of the commencement of any action (including any governmental action), such Company Indemnified Person shall, if a Claim in respect thereof is to be made against a Holder under this Section 5, deliver to such Holder a written notice of the commencement thereof, and such Holder shall have the right to participate in, and, to the extent such Holder so desires, to assume control of the defense thereof with counsel mutually satisfactory to such Holder and the Company Indemnified Person, as the case may be. Provided, however, that a Company Indemnified Person shall have the right to retain its own counsel at its own cost, if, in the reasonable opinion of counsel for the Company, the representation by such counsel of the Company Indemnified Person and the Holder would be inappropriate due to actual or potential differing interests between the Company Indemnified Person and any other party represented by such counsel in such proceeding. Such legal counsel shall be selected in the reasonable judgment of the Company.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if In connection with any Registration Statement in which a holder of Registrable Securities held by is participating, such Holder are included holder, or an authorized officer of such holder, shall furnish to the Issuer in writing such information as the securities as to which registration Issuer reasonably requests for use in connection with any Registration Statement or qualification or compliance under applicable “blue sky” laws is being effected, indemnifyprospectus and agrees, severally and not jointly with any other Holders of Registrable Securitiesjointly, to indemnify, to the full extent permitted by law, the CompanyIssuer, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneysofficers, agents and employees, each Person who controls the Company Issuer (within the meaning of Section 15 of the Securities Act (collectively, and Section 20 of the “Holder Indemnified Parties”Exchange Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses (or actions in respect thereof) to the extent arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, preliminary or form of prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, arising out of or based on upon any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in writing by such holder to the Issuer expressly for use in such Registration Statement or prospectus and that such statement or omission (was relied upon by the Issuer in preparation of such Registration Statement, prospectus or alleged omission) is made form of prospectus; provided, that such holder of Registrable Securities shall not be liable in any such case to the extent that the holder has furnished in writing to the Issuer within a reasonable period of time prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such registration statementRegistration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder previously furnished to the Company by Issuer, and the Issuer failed to include such Holder or its authorized representatives and stated to be specifically for use information therein; provided, however, that in . In no event shall the liability of any indemnity under this Section 3.2 payable by selling holder of Registrable Securities hereunder be greater in amount than the Purchasers and any Holder exceed an dollar amount equal to of the proceeds (net proceeds of payment of all expenses) received by such Holder in respect holder upon the sale of the Registrable Securities sold pursuant giving rise to the registration statementsuch indemnification obligation. The Such indemnity agreement contained shall remain in this Section 3.2 shall not apply to amounts paid in settlement full force and effect regardless of any loss, claim, damage, liability investigation made by or action if on behalf of such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)indemnified party.

Indemnification by Holders. To the extent permitted by applicable lawLaw, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable lawLaw, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesRepresentatives, each Person who controls the Company or such Underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.23.09, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 3.09(b) payable by the Purchasers Investor and any Holder exceed an amount equal to the net proceeds (after payment of Selling Expenses) received by each such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 3.09(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesrepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable lawLaw, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesRepresentatives, each Person who controls the Company or such Underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.23.09, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 3.09(b) payable by the Purchasers Investors and any Holder exceed an amount equal to the net proceeds (after payment of Selling Expenses) received by each such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 3.09(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each selling Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally will indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeeseach of its officers who has signed the registration statement, each Person Person, if any, who controls the Company within the meaning of Section 15 the Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration statement and the officers, directors, partners, members and stockholders of such Holder and any controlling person of any such underwriter or other Holder, severally and not jointly, against any losses, claims, damages or liabilities (joint or several) to which any of the Securities Act (collectivelyforegoing persons may become subject, under the Act, the “Holder Indemnified Parties”)1934 Act or other federal or state securities law, against all Losses insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) to the extent arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurredViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document Violation occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or its authorized representatives and stated other expenses reasonably incurred by any such person intended to be specifically for use therein; provided, however, that in no event shall any indemnity under indemnified pursuant to this Section 3.2 payable by 9(b) in connection with investigating or defending any such loss, claim, damage, liability or action; provided that the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 subsection 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld withheld); provided further that the liability of each Holder hereunder shall be limited to the proportion of such loss, claim, damage, liability or delayed)expense which is equal to the proportion that the public offering price of the shares sold by such Holder under such registration statement bears to the total public offering price of all securities sold thereunder and, in no event shall any indemnity under this subsection 9(b) exceed the net proceeds from the offering received by such Holder.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesrepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability Losses or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the fullest extent permitted by applicable law, each Holder will, if of Registrable Securities held by such Holder are Common which is included in a Registration Statement pursuant to the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally provisions hereof will indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of the Public Company, their respective its directors, officers, directorsemployees, partners, membersprincipals, managersequity holders, shareholders, managed or advised accountants, attorneysadvisors, agents and employeesrepresentatives, agents, each Person Person, if any, who controls the Company and the Public Company within the meaning of Section 15 the Securities Act, any other Holder selling securities pursuant to such Registration Statement, any controlling Person of any such selling Holder, any underwriter and any controlling Person of any such underwriter (including any broker or dealer through whom such of the Securities Act shares may be sold) (collectivelyeach, the “Holder Indemnified Parties”)an "INDEMNITEE") from and against, against and will reimburse any Indemnitee with respect to, any and all Losses (to which such Indemnitee may become subject under the Securities Act, state securities laws or actions otherwise, and such Holder will pay to any Indemnitee any legal or other costs or expenses reasonably incurred by such person in respect thereof) to the extent arising connection with investigating or defending any such Loss, insofar as such Losses are caused by or arise out of or based on any untrue statement (or alleged untrue statement) statement of a any material fact contained in such Registration Statement, any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, prospectus contained therein or any amendment or supplement thereto, or arise out of or are based on any upon the omission (or the alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was so made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use thereinin the preparation thereof; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 5.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action such Loss if such settlement is effected without the prior written consent of the applicable Holder (indemnifying Holder, which consent shall not be unreasonably withheld withheld; provided, however, that such indemnifying Holder shall not, without approval of each party being indemnified pursuant to this Section 5.2, which approval shall not be unreasonably withheld, consent to entry of any judgment or delayedenter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability with respect to such claim or litigation; and provided further, that the foregoing indemnity obligation with respect to any preliminary prospectus shall not inure to the benefit of either the Company or the Public Company on account of any Loss whatsoever arising from the sale of any Registrable Common by the Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such amendments or supplements shall have been furnished to such Holder prior to the confirmation of the sale involved) shall not have been sent or given by or on behalf of such Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid); provided, further that the obligations of each Holder under this Section 5.2 shall be limited to an amount equal to the proceeds actually received by such Holder of Registrable Common sold as contemplated herein, unless such claim, loss, damage, liability or action resulted from such Holder's fraudulent misconduct.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being has been effected, indemnify, severally and not jointly with any other Holders of Registrable Securitiesjointly, the Company, each of its directors, officers, directors, partners, partners and members, managerseach underwriter, shareholdersif any, accountants, attorneys, agents and employeesof the Company’s securities covered by such a registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such Holder’s officers, directors, partners and members and each Person controlling such Holder within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses expenses, claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement theretothereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder in connection with any such registration, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; , provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any a Holder exceed an the amount equal to by which the net proceeds actually received by such Holder in respect from the sale of the Registrable Securities sold pursuant included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to the registration statementpay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed), nor shall the Holder be liable for any such loss, claim, damage, liability or action where (a) such Holder furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or any amendments or supplements thereto which corrected or made not misleading information previously provided to the Company or (b) such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable SecuritiesHolders, the Company, each of its officersrepresentatives and Affiliates and each underwriter thereof, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers Purchaser and any Holder exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted (a) The Holders, by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence their approval of this Section 3.2Agreement and the Merger, settling any such Losses or action, as such expenses are incurred, in each case shall be deemed to the extenthave agreed jointly, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect extent of the Registrable Securities sold pursuant Escrow Fund, to indemnify and hold HCC and its directors, officers, employees, fiduciaries, agents and Affiliates, and each other person, if any, who controls such persons (collectively, the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to "HCC Parties") harmless against any claims, actions, suits, proceedings, investigations, losses, expenses, damages, obligations, liabilities, judgments, fines, fees, costs and expenses (including costs and reasonable attorneys' fees) and amounts paid in settlement of any losspending, threatened or completed claim, damageaction, liability suit, proceeding or action if such investigation (collectively "Loss" or "Losses") which arise out of or result from or are related to (i) any breach by or failure of VCI to perform any of its covenants or agreements set forth herein, (ii) the inaccuracy of any representation or warranty made by VCI herein, or (iii) any amounts paid, in settlement is effected without the prior written consent or otherwise, of the applicable Holder matters described in Sections 3.2(b) and 3.15 of the VCI Disclosure Schedule. (which consent b) If the HCC Parties are entitled to indemnification under this Agreement, they shall be entitled to recover shares of HCC common stock pursuant to the Escrow Agreement (subject to each Holder's right under the Escrow Agreement to satisfy all or any part of any indemnification obligation by paying cash in lieu of HCC common stock) having an aggregate value, based on the average closing price used to calculate the Exchange Ratio, equal to the amount of its Loss or Losses. The aggregate liability of the Holders for indemnification under this Article IX shall not exceed the Escrow Fund and the HCC Parties sole and exclusive remedy for indemnification claims under this Article IX shall be unreasonably withheld or delayed)to seek recovery against the Escrow Fund.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable SecuritiesHolders, the Company, each of its officersrepresentatives, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in respect of the sale of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability Losses or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Indemnification by Holders. To the extent permitted by applicable lawLaw, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesRepresentatives, each Person who controls the Company or such Underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.23.08, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 3.09(b) payable by the Purchasers Investor and any Holder exceed an amount equal to the net proceeds received by such each Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 3.09(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesRepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives ▇▇▇▇▇▇ and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesRepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesrepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectusIssuer Free Writing Prospectus” or other documentdocument prepared by or on behalf of the Company and authorized to be distributed in connection with any registration hereunder, in each case related to such registration statementRegistration Statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectus, offering circular, “issuer free writing prospectusIssuer Free Writing Prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statementRegistration Statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Indemnification by Holders. To the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesrepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To In connection with any registration statement in which a Holder is participating, such Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by applicable law, each Holder willwill indemnify and hold harmless the Company and its Indemnitees against any losses, if Registrable Securities held by such Holder are included in the securities as claims, damages, liabilities, joint or several, to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of or any such Indemnitee may become subject under the Securities Act (collectivelyor otherwise, the “Holder Indemnified Parties”)insofar as such losses, against all Losses claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) to the extent arising arise out of or are based on upon (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any the registration statement, prospectus, prospectus or preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, prospectus or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or based on (b) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances in under which they were such statement was made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectusany such prospectus or preliminary prospectus or any amendment or supplement thereto, offering circularor in any application, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder prepared and furnished to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use therein, and such Holder will reimburse the Company and each such Indemnitee for any legal or any other expenses 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 connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal obligation to indemnify will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement, less any other amounts paid by such Holder in respect of the Registrable Securities sold pursuant to the registration such untrue statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claimalleged untrue statement, damage, liability omission or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)alleged omission.

Indemnification by Holders. To Each Holder of Registrable Common that is included in a registration statement under the extent permitted by applicable lawprovisions of this Agreement will indemnify and hold harmless Southwest, its directors and officers, each Holder willPerson, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effectedany, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company Southwest within the meaning of Section 15 of the Securities Act Act, any other Holder selling securities under the registration statement, any controlling Person of any selling Holder, any underwriter and any controlling Person of any underwriter (collectivelyeach, the an “Holder Indemnified PartiesIndemnitee”)) from and against, against and will reimburse any Indemnitee with respect to, any and all Losses (to which Indemnitee may become subject under the Securities Act, state securities laws or actions otherwise, and the Holder will pay to each Indemnitee any legal or other costs or expenses reasonably incurred by that person in respect thereof) connection with investigating or defending any Losses, insofar as the Losses are caused by any untrue or alleged untrue statement of any material fact in the registration statement, any prospectus in the registration statement or any amendment or supplement to the extent arising registration statement, or arise out of or are based on any untrue statement (upon the omission or the alleged untrue statement) of a material fact contained omission to state in any the registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein in the registration statement, prospectus, amendment or supplement or necessary to make the statements thereinin the registration statement, prospectus, amendment or supplement, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such the untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such furnished in writing by the Holder furnished to the Company by such Holder or its authorized representatives and stated to be Southwest specifically for use therein; in the preparation of the registration statement, prospectus, amendment or supplement, and provided, however, that the indemnity agreement in no event shall this Section 7.2 does not apply to amounts paid in settlement of any Loss if the settlement is effected without the consent of the indemnifying Holder, which consent the indemnifying Holder must not withhold unreasonably. With respect to any preliminary prospectus, the foregoing indemnity obligation will not inure to the benefit of Southwest on account of any Loss arising from the sale of any Registrable Common by a Holder to any person if (A) a copy of the prospectus (as amended or supplemented if the amendments or supplements are furnished to a Holder before the confirmation of the sale involved) was not sent or given by or on behalf of a Holder to the person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the indemnifying Holder corrected the untrue statement or alleged untrue statement or omission or alleged omission of a material fact in the prospectus (as amended or supplemented if the amendments or supplements were furnished as aforesaid). The indemnification obligations of each Holder under this Section 3.2 payable by the Purchasers and any Holder exceed 7.2 are limited to an amount equal to the net proceeds received by such each Holder in respect of the Registrable Securities Common sold pursuant to the registration statement. The indemnity agreement contained as contemplated in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)Agreement.

Indemnification by Holders. To Each Holder participating in any registration statement hereunder will and hereby does indemnify and hold harmless, to the fullest extent permitted by applicable law, each Holder willthe General Partner, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effectedits directors, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, employees and agents and employees, each Person who controls the Company General Partner (within the meaning of Section 15 of the Securities Act Act) (collectively, the “Holder Indemnified Parties”), "General Partner Indemnitees") against all Losses losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with such Holder's consent, which consent shall not be unreasonably withheld) to which any General Partner Indemnitee may become subject under the Securities Act, at common law or otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) to the extent arising out of or based on are caused by (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” statement in which such Holder's Qualified Registrable Securities were included or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the General Partner shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein in the light of the circumstances in under which they were made, made not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case misleading to the extent, but only to the extent, in the cases described in clauses (i) and (ii), that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information furnished in writing by such Holder relating to such Holder for use in the preparation thereof and if the General Partner does not know, at the time such information is included in the registration statement, prospectus, offering circularpreliminary prospectus, “issuer free writing prospectus” amendment or other document in reliance upon and in conformity with written supplement, that such information regarding such Holder furnished to the Company is false or misleading, (iii) any violation by such Holder of any federal, state or its authorized representatives common law, rule or regulation applicable to such Holder and stated relating to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received action of or inaction by such Holder in connection with any such registration, and (iv) with respect to any preliminary prospectus, the fact that such Holder sold Qualified Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Registrable Securities sold pursuant prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if (a) the General Partner has previously furnished copies thereof to such Holder in compliance with Section 6 of this Addendum and (b) the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if expense of such settlement is effected without Holder Indemnitee results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in the prior written consent prospectus (or the prospectus as amended or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the applicable Holder General Partner (which consent except as provided above) or any of the prospective sellers or any of their respective directors, officers, employees, agents, general or limited partners or controlling Persons and shall not be unreasonably withheld or delayed)survive the transfer of such securities by such Holder.

Indemnification by Holders. To the extent permitted by applicable lawIn connection with each registration pursuant to Sections 2.1, 2.2 or 2.3, each Holder willholder of Registrable Securities and/or Management Stock, if Registrable Securities and/or Management Stock held by such Holder holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, will hold harmless the Company, each of its officers, directors, partnerseach of its officers who has signed the registration statement and each person, membersif any, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectivelyAct, the “Holder Indemnified Parties”), and each other holder of Registrable Securities and/or Management Stock selling securities in such registration statement against all Losses claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” statement relating to the Registrable Securities and/or Management Stock (or other document, in each case any related to such registration statement, notification or any amendment the like) or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but extent (and only to the extent, ) that such claim, loss, damage or liability arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance based upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives holder and stated to be specifically for use therein, and such holder will reimburse the Company and each such director, officer or controlling person and other holder of Registrable Securities and/or Management Stock selling securities in such registration statement for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder such holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that that no holder of Registrable Securities or Management Stock will be liable under this Section 3.2 for any losses, costs or damages or expenses exceeding in the aggregate the net proceeds from the offering to such holder.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securitiesjointly, the Company, each of its directors, officers, directors, partners, partners and members, managerseach underwriter, shareholdersif any, accountants, attorneys, agents and employeesof the Company’s securities covered by such a registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such Holder’s officers, directors, partners and members and each Person controlling such Holder within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses expenses, claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement theretothereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; , provided, however, that in no event shall any indemnity under this Section 3.2 4.2 payable by the Purchasers and any a Holder exceed an the amount equal to by which the net proceeds actually received by such Holder in respect from the sale of the Registrable Securities sold pursuant included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to the registration statementpay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation. The indemnity agreement contained in this Section 3.2 4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld withheld, conditioned or delayed)., nor shall the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, agrees severally and not jointly with any other Holders of Registrable Securitiesto indemnify, hold harmless and defend the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeeseach of its officers who signs the Registration Statement, each Person person, if any, who controls the Company within the meaning of Section 15 the Securities Act or the 1934 Act, any underwriter and any other stockholder selling securities pursuant to the Registration Statement or any of its directors or officers or any person who controls such stockholder or underwriter within the meaning of the Securities Act or the 1934 Act (collectively, the “each a "Holder Indemnified Parties”Person" and together with each Company Indemnified Person, an "Indemnified Party"), against all Losses (any losses, claims, damages, liabilities or actions expenses, including, but not limited to, actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened, in respect thereof, (collectively "Company Damages") to which such Holder Indemnified Person may become subject, under the extent arising out Securities Act, the 1934 Act or otherwise, insofar as such Company Damages result from the inclusion by the Company of or based on any untrue statement (or alleged untrue statement) of a material fact contained information in any registration statementthe Registration Statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, the prospectus or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document thereto in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use thereinin connection with such Registration Statement and not thereafter corrected on a timely basis by notice to the Company; and such Holder will reimburse any legal or other expenses (promptly as such expenses are incurred and are due and payable) reasonably incurred by them in connection with investigating or defending any claim made against such Holder Indemnified Person based on such information provided by such Holder, it being understood that fees of more than one legal counsel shall be deemed reasonable only if and to the extent that the assistance of separate counsel is required for conflict of interest reasons; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 5.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action claim if such settlement is effected without the prior written consent of the applicable Holder (such Holder, which consent shall not be unreasonably withheld or delayed)withheld.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that that, except for liability for fraud or willful misrepresentation, in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as agrees to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of along with its officers, directors, partners, members, managers, shareholders, accountants, attorneys, employees and agents and employeeseach Person, each Person if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectivelyor Section 20 of the Exchange Act, together with the “Holder Indemnified Parties”)partners, against all Losses (or actions in respect thereof) officers, directors, employees and agents of such controlling Person, to the same extent arising out as the foregoing indemnity from the Company to the Holders, but only with reference to information related to such Holder, or its plan of distribution, either (a) furnished in writing by the Holder or based on any untrue statement (or alleged untrue statement) of a material fact contained its behalf expressly for use in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” statement or other document, in each case related prospectus relating to such registration statementthe Registrable Securities, or any amendment or supplement thereto, or based on any omission preliminary prospectus, or (b) omitted by the Holder from any registration statement or alleged omission) prospectus relating to state therein a material fact required to be stated therein the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus, and necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection contained therein with investigating, defending or, subject respect to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives plan of distribution not misleading. In case any action or proceeding shall be brought against the Company or its officers, directors, employees or agents or any such controlling Person or its partners, officers, directors, employees or agents, in respect of which indemnity may be sought against a Holder, such indemnifying Holder shall have the rights and stated duties given to be specifically for use therein; providedthe Company, howeverand the Company or its officers, directors, employees or agents, controlling Person, or its partners, officers, directors, employees or agents, shall have the rights and duties given to such Holder, under Section 5. 1. Each Holder also agrees to indemnify and hold harmless any other Person selling Registrable Securities and their respective officers and directors and each Person who controls each other such other Person on substantially the same basis as that of the indemnification of the Company provided in this Section 5.2. In no event shall any indemnity under this Section 3.2 payable by the Purchasers and liability of any Holder exceed an be greater in amount equal to than the dollar amount of the proceeds (net proceeds of payment of all expenses) received by such Holder in respect upon the sale of the Registrable Securities sold pursuant giving rise to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)indemnification obligation.

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification such registration, qualification, or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Companyindemnify Timberline Resources, each of its directors, officers, directors, partners, memberslegal counsel, managersand accountants and each underwriter, shareholdersif any, accountants, attorneys, agents and employeesof Timberline Resources' securities covered by such a registration statement, each Person person who controls the Company Timberline Resources or such underwriter within the meaning of Section 15 of the Securities Act (collectivelyAct, the “each other such Holder Indemnified Parties”)and Other Stockholder, and each of their officers, directors, and partners, and each person controlling such Holder or Other Stockholder, against all Losses claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties Timberline Resources and such Holders, Other Stockholders, directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, investigating or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability, or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company Timberline Resources by such Holder or its authorized representatives and stated to be specifically for use therein; therein provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by obligations of such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 hereunder shall not apply to amounts paid in settlement of any losssuch claims, claimlosses, damagedamages, liability or action liabilities (or actions in respect thereof) if such settlement is effected without the prior written consent of the applicable such Holder (which consent shall not be unreasonably withheld or delayedwithheld).

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if which has Registrable Securities held by such Holder are Common included in a registration statement pursuant to the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effectedprovisions hereof will severally, indemnifybut not jointly, severally indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of its directors and officers, directorseach Person, partnersif any, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectivelyAct, the “any other Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related selling securities pursuant to such registration statement, any controlling Person of any such selling Holder, any underwriter and any controlling Person of any such underwriter (each, an "INDEMNITEE") from and against, and will reimburse any Indemnitee with respect to, any and all Losses to which such Indemnitee may become subject under the Securities Act, state securities laws or otherwise, and such Holder will pay to each Indemnitee any legal or other costs or expenses reasonably incurred by such Indemnitee in connection with investigating or defending any such Loss, insofar as such Losses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based on any upon the omission (or the alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was so made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use thereinin the preparation thereof; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall 5.2 will not apply to amounts paid in settlement of any loss, claim, damage, liability or action such Loss if such settlement is effected without the prior written consent of the applicable Holder (indemnifying Holder, which consent shall will not be unreasonably withheld withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus or delayedfinal prospectus (if such final prospectus has been amended or supplemented and such amendments or supplements have been furnished to such Indemnitee prior to the written confirmation of the sale involved) will not inure to the benefit of any Indemnitee on account of any Loss whatsoever arising from the sale of any Registrable Common by the Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such amendments or supplements have been furnished to such Indemnitee prior to the written confirmation of the sale involved) has not been sent or given by or on behalf of such Indemnitee to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus or final prospectus from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto have been furnished as aforesaid); provided further, however, that the obligations of each Holder under this Section 5.2 will be limited to an amount equal to the net proceeds to such Holder from the sale of Registrable Common as contemplated herein, unless such claim, loss, damage, liability or action resulted from such Holder's fraudulent misconduct.

Indemnification by Holders. To the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesRepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other documentdocument prepared by or on behalf of the Company and authorized to be distributed in connection any registration hereunder, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesrepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers Purchaser and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To In connection with any Registration Statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, will (severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents jointly) indemnify and employees, each Person who controls hold harmless the Company within and its Indemnitees, to the meaning of Section 15 of fullest extent permitted by the Securities Act (collectively, the “Holder Indemnified Parties”)law, against all any Losses (or actions in respect thereof) to the extent arising out of or based on upon (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementthe Registration Statement, prospectus, Prospectus or preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, Prospectus or any amendment thereof or supplement theretothereto or in any application, together with any documents incorporated therein by reference or based on (b) any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectusany such Prospectus or preliminary Prospectus or any amendment or supplement thereto, offering circularor in any application, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder prepared and furnished to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use therein, and such Holder will reimburse the Company and each such Indemnitee for any reasonable and documented out-of-pocket legal or any other expenses, including any amounts paid in any settlement effected with the consent of such Holder, which consent will not be unreasonably withheld or delayed, reasonably incurred by them in connection with investigating or defending any such Losses; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers obligation to indemnify will be several, but not joint, and any Holder exceed an amount equal will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement (after giving effect to any underwriters’ discounts and commissions), less any other amounts paid by such Holder in respect of the Registrable Securities sold pursuant to the registration such untrue statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claimalleged untrue statement, damage, liability omission or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)alleged omission.

Indemnification by Holders. To In connection with any registration statement in which a seller of Registrable Securities is participating, each such seller will furnish to SpinCo in writing such information and affidavits in respect of such information as reasonably required by SpinCo for purposes of including relevant biographical, ownership and similar information as SpinCo reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally seller will indemnify SpinCo and not jointly with any other Holders of Registrable Securities, the Company, each of its officersemployees, directorsadvisors, agents, representatives, partners, members, managers, shareholders, accountants, attorneys, agents officers and employees, directors and each Person who controls the Company SpinCo (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and any agent or investment advisor thereof against any and all losses, claims, damages, liabilities, and expenses (collectivelyincluding, the “Holder Indemnified Parties”)without limitation, against all Losses (or actions in respect thereofreasonable attorneys’ fees and disbursements except as limited by Section 2.8.3) to the extent based upon, arising out of of, related to or based on resulting from any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, or preliminary prospectus, offering circular, “issuer free writing prospectus” prospectus or other document, in each case related to such registration statementany amendment thereof or supplement thereto, or any amendment other disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or supplement theretoother document or report incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) omission is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written any information regarding such Holder or affidavit so furnished in writing to the Company SpinCo by such Holder seller or any of its authorized representatives and stated to be Seller Affiliates specifically for use thereininclusion in the registration statement; provided that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Securities, and the liability of each such seller of Registrable Securities will be in proportion to, and will be limited to, the net amount received by such seller from the sale of Registrable Securities pursuant to such registration statement; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent seller shall not be unreasonably withheld liable in any such case to the extent that prior to the filing of any such registration statement or delayed)prospectus or amendment thereof or supplement thereto, such seller has furnished in writing to SpinCo information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to SpinCo. In connection with an Underwritten Offering, SpinCo, if requested, will indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Seller Affiliates and in such other manner as the underwriters may request in accordance with their standard practice. The reimbursements required by this Section 2.8.2 will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if of Registrable Securities held by such Holder are Common which is included in a registration statement pursuant to the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally provisions hereof will indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of its directors and officers, directorseach Person, partnersif any, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectivelyAct, the “any other Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related selling securities pursuant to such registration statement, any controlling Person of any such selling Holder, any underwriter and any controlling Person of any such underwriter (each, an “Indemnitee”) from and against, and will reimburse any Indemnitee with respect to, any and all Losses to which such Indemnitee may become subject under the Securities Act, state securities laws or otherwise, and the Holder will pay to each such Indemnitee any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such Losses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based on any upon the omission (or the alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was so made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding furnished in writing by such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; in the preparation thereof, and provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 7.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action such Loss if such settlement is effected without the prior written consent of the applicable Holder (indemnifying Holder, which consent shall not be unreasonably withheld withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus shall not inure to the benefit of the Company on account of any Loss whatsoever arising from the sale of any Registrable Common by the Holder to any person if (A) a copy of the prospectus (as amended or delayedsupplemented if such amendments or supplements shall have been furnished to such Holder prior to the confirmation of the sale involved) shall not have been sent or given by or on behalf of such Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus from which such Loss arose was corrected in the prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid); provided, further that the obligations of such Holders under this Section 7.2 shall be limited to an amount equal to the net proceeds received by each such Holder of Registrable Common sold as contemplated herein.

Indemnification by Holders. To the extent permitted by applicable law, each selling Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, will severally and not jointly with any other Holders of Registrable Securities, indemnify and hold harmless the Company, each of its officers, officers and directors, partnerseach person, membersif any, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 the Securities Act, any investment banking firm acting as underwriter for the Company or the selling Holder, or any broker/dealer acting on behalf of the Company or any other selling Holder, and all other selling Holders against any such Losses to which the Company or any such director, officer, controlling person, underwriter, or broker/dealer or other selling Holder may become subject to, under the Securities Act (collectivelyor otherwise, the “Holder Indemnified Parties”), against all insofar as such Losses (or actions in respect thereof) to the extent arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in the Registration Statement or any registration statement, preliminary prospectus or final prospectus, relating thereto or in any amendments or supplements to the Registration Statement or any such preliminary prospectus or final prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, arise out of or any amendment or supplement thereto, or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were are made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but extent and only to the extent, extent that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in the Registration Statement, in any preliminary prospectus or final prospectus relating thereto or in any amendments or supplements to the Registration Statement or any such registration statement, preliminary prospectus or final prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding furnished by such selling Holder furnished to expressly for use in connection with the Registration Statement or any preliminary prospectus or final prospectus related thereto; and such selling Holders will reimburse any legal or other expenses reasonably incurred by the Company by or any such director, officer, controlling person, underwriter, broker/dealer or other selling Holder in connection with investigating or its authorized representatives and stated to be specifically for use thereindefending any such Losses; provided, however, that in no event the liability of each selling Holder hereunder shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal be limited to the gross proceeds (net proceeds of underwriting discounts and commissions, if any) received by such selling Holder in respect from the sale of the Registrable Securities sold pursuant to covered by the registration statement. The Registration Statement; and provided, further, however, that the indemnity agreement contained in this Section 3.2 9(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action such Losses if such settlement is effected without the prior written consent of those selling Holder(s) against which the applicable Holder request for indemnity is being made (which consent shall not be unreasonably withheld or delayedwithheld).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesrepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus, preliminary prospectus, offering circular, circular or “issuer free writing prospectus” or other document”, in each case related to such registration statementRegistration Statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectus, offering circular, circular or “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statementRegistration Statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if whose Registrable Securities held by such Holder are included in the securities as a registration statement pursuant to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnifythis Agreement will, severally and not jointly with any other Holders of Registrable Securitiesjointly, indemnify and hold harmless (i) the Company, (ii) each of its the Company's directors and officers, directors(iii) any underwriter, partners, members, managers, shareholders, accountants, attorneys, agents and employees, (iv) each Person person who controls the Company or any such underwriter within the meaning of Section 15 the Securities Act, (v) any other Holders selling securities pursuant to such registration statement and their directors and officers, and (vi) any person who controls such other Holders, against any losses, claims, damages or liabilities to which any of the aforementioned persons or entities become subject under the Securities Act (collectivelyAct, the “Holder Indemnified Parties”)Exchange Act or other federal or state laws, against all Losses insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) to the extent arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurredViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document Violation occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use thereinin connection with such registration. Subject to Section 8(c) below, each such Holder will, severally and not jointly, reimburse (i) the Company, (ii) each of the Company's directors and officers, (iii) any underwriter, (iv) each person who controls the Company or any such underwriter within the meaning of the Securities Act, (v) any other Holders selling securities pursuant to such registration statement and their directors and officers, and (vi) any person who controls such other Holders for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (holder or Holders providing the indemnification, which consent shall not be unreasonably withheld withheld; provided further that such legal or delayed)other expenses shall be shared pro rata among the Holders providing the indemnification in accordance with their respective shareholdings and the maximum liability of any such Holder under this Section 8(b) in regard to any registration statement shall in no event exceed the amount of the proceeds received by such Holder from the sale of securities under such registration statement.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Each holder of Registrable Securities held by such Holder are included in the securities as being registered pursuant to which registration Section 10 or qualification or compliance under applicable “blue sky” laws is being effected, indemnifySection 11 agrees, severally but not jointly, to indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, its officers and directors and each of its officersPerson, directorsif any, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of either Section 15 of the Securities Act (collectivelyor Section 20 of the Exchange Act and its officers, the “Holder Indemnified Parties”)directors, against all Losses (or actions in respect thereof) partners, employees, representatives and agents of each such Person to the same extent arising out as the foregoing indemnity from the Company to such holder, but only with reference to information related to such holder furnished in writing by or on behalf of or based on any untrue statement (or alleged untrue statement) of a material fact contained such holder expressly for use in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” statement or other document, in each case related prospectus relating to such registration statementthe Registrable Securities, or any amendment or supplement theretothereto or any preliminary prospectus. Each such holder of Registrable Securities also agrees to indemnify and hold harmless any 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 the Company provided in this Section 14(d). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders to the contrary, for all purposes of this Agreement the only information furnished or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder holders for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto or any preliminary prospectus are statements specifically relating to (a) transactions between such holder and its authorized representatives Affiliates, on the one hand, and stated the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be specifically for use therein; provideddisclosed in any such document, however, that then such holder shall not unreasonably withhold its agreement referred in no event shall any indemnity under the immediately preceding sentence of this Section 3.2 payable by 14(d). Notwithstanding the Purchasers and foregoing, no holder of Registrable Securities being registered pursuant to Section 10 or Section 11 will be required to indemnify the Company for any Holder exceed an amount equal to in excess of the net proceeds received by such Holder in respect of total price at which the Registrable Securities of such holder were sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any losspublic (less underwriting discounts and commissions, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayedany).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesrepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-of- pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers Investor and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as severally agrees to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally indemnify -------------------------- and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of its directors, officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, representatives and agents (including each Person officer of the Company who signed the Registration Statement), and each Person, if any, who controls the Company Company, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against (collectivelyi) any and all loss, the “Holder Indemnified Parties”)liability, against all Losses (or actions in respect thereof) to the extent claim, damage and expenses whatsoever, as incurred, arising out of (A) any violation by the Holders of the Securities Act or based on applicable state securities laws in connection with the offering and (B) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, Registration Statement (or any amendment or supplement thereto) pursuant to which Registrable Shares were registered under the Securities Act, including all documents incorporated therein by reference, or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading; (ii) from and against any and all loss, and will reimburse each liability, claim and, damage whatsoever, as incurred, to the extent of the Holder Indemnified Parties for aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, if such settlement is effected with the written consent of such Holder, which consent shall not be unreasonably withheld; and (iii) from and against any and all expense reasonably incurred (including reasonable fees and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred disbursements of one firm of attorneys), in connection with investigating, preparing or defending oragainst any litigation, subject to the last sentence of this Section 3.2or investigation or proceeding by any governmental agency or body, settling any such Losses commenced or action, as such expenses are incurredthreatened, in each case to the extentwhether or not a party, but only to the extent, that or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; but only with respect to such untrue statements or omissions, or alleged untrue statementstatements or omissions, made in a Registration Statement (or any amendment thereto) or omission any Prospectus (or alleged omissionany amendment or supplement thereto) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use therein; providedin such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto), howeverand provided further, that no Holder shall be liable for any amount in no event shall any indemnity under this Section 3.2 payable by excess of the Purchasers and any Holder exceed an amount equal to the -------- ------- net proceeds received by such Holder in respect from the sale of the such Holder's Registrable Securities sold Shares pursuant to a Registration Statement or a Prospectus, as the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)case may be.

Indemnification by Holders. To Each Holder whose Warrant Shares are sold under any registration statement pursuant to this Section (by inclusion of such Warrant Shares thereunder) shall indemnify and hold harmless Company (the extent permitted by applicable lawofficers, directors and controlling Persons thereof), each other Holder willof Warrants and each other Holder of Warrant Shares (and the directors, officers and controlling Persons of each such Holder), each other Person (if Registrable Securities held by any) who acts on behalf of or at the request of Company or such Holder are included other Holder, each underwriter, and each other Person who participates in the securities as offering of Warrant Shares (collectively, for purposes of this Clause, the "Indemnified Parties") against any losses, claims, damages or liabilities, joint or several, to which registration or qualification or compliance such Indemnified Party may become subject under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectivelyor any other statute or at common law, the “Holder Indemnified Parties”)insofar as such losses, against all Losses claims, damages or liabilities (or actions in respect thereof) to the extent arising arise out of or are based on upon either of the following: (i) any untrue statement (or alleged untrue statement) statement of a any material fact contained (on the effective date thereof) in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, statement (or any amendment or supplement thereto) under which such Warrant Shares were registered under the Securities Act at the request of such Holder, or based on any the omission (or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and will reimburse each or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigatingcircumstances under which they were made, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, not misleading; but only to the extent, extent (with respect to either of the foregoing Clauses) that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, preliminary prospectus, offering circularprospectus, “issuer free writing prospectus” amendment or other document supplement in reliance upon and in conformity with written information regarding such Holder furnished to the Company through an instrument duly executed by such Holder or its authorized representatives and stated to be specifically stating that it is expressly for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by . Each such Holder shall also reimburse each such Indemnified Party for any legal or any other expenses reasonably incurred in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of connection with investigating or defending any such loss, claim, damage, liability or action if action. Notwithstanding the foregoing, no such settlement is effected without Holder shall be liable to any Indemnified Party in any such instance to the prior written consent extent (a) such loss, claim, damage or liability relates to any untrue statement or omission, or any alleged untrue statement or omission, made in a preliminary prospectus but eliminated or remedied in a final prospectus, and (b) a copy of the applicable Holder (final prospectus was not delivered to the Person asserting the claim at or prior to the time required by the Securities Act in an instance for which consent shall not be unreasonably withheld or delayed)delivery thereof would have constituted a defense to the claim asserted by such Person.

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as agrees to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally indemnify and not jointly with any other Holders of Registrable Securities, -------------------------- hold harmless the Company, each of its directors and officers, directorsand each person, partnersif any, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section either section 15 of the Securities Act or section 20 of the Exchange Act (collectively, other than the “Holder Indemnified Parties”Holder), covered by a registration statement filed pursuant to this Agreement from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, statement or prospectus relating to the Registrable Securities or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any except insofar as such Losses arise out of, or actionare based upon, as such expenses are incurred, in each case to the extent, but only to the extent, that any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made allegation thereof based upon information furnished in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives on such Holder's behalf, in such Holder's capacity as a Holder and stated to be specifically not in his capacity as a director or officer of the Company, if applicable, expressly for use therein; therein provided, however, that with respect to any untrue statement or --------- ------- omission or alleged untrue statement or omission made in no event shall any indemnity under this Section 3.2 payable by preliminary or final prospectus, the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 subsection shall not apply to amounts paid in settlement of the extent that any loss, claim, damage, liability or action if such settlement is effected without losses result from the prior written consent fact that a current copy of the applicable prospectus was not sent or given to the person asserting any such Losses 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 Holder) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder (which consent shall not be unreasonably withheld also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors, and each person who controls such underwriters within the meaning of either section 15 of the Securities Act or delayedsection 20 of the Exchange Act on substantially the same basis as the indemnification of the Company provided in this subsection 7(b).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, indemnify the Company, each of its current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each underwriter, if any, of the Company’s securities covered by such registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses expenses, claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, investigating or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 3.02 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder ▇▇▇▇▇▇ (in the aggregate) in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 3.02 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To In connection with any Registration Statement in which a Holder is participating, such Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or Prospectus and agrees to (i) indemnify, to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securitiesjointly, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents directors and employees, officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act (collectively, and Section 20 of the “Holder Indemnified Parties”Exchange Act), from and against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” Registration Statement under which such Registrable Securities were registered or other documentany amendment thereto, in each case related to such registration statement, any preliminary or final Prospectus or any amendment or supplement thereto, or based on any documents incorporated by reference therein, in any Issuer Free Writing Prospectus, or in any Marketing Materials or any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a preliminary or final Prospectus, any Issuer Free Writing Prospectus or any Marketing Materials, in light of the circumstances in under which they were made, ) not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statementRegistration Statement, prospectuspreliminary or final Prospectus or amendment or supplement thereto, offering circularor documents incorporated by reference therein, “issuer free writing prospectus” Issuer Free Writing Prospectus or other document Marketing Materials in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use inclusion therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by obligations of such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 hereunder shall not apply to amounts paid in settlement of any losssuch claims, claimlosses, damagedamages, liability or action liabilities (or actions in respect thereof) if such settlement is effected without the prior written consent of the applicable such Holder (which consent shall not be unreasonably withheld withheld); and provided, further, that the liability of each selling Holder hereunder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement; and (ii) reimburse the Company and its directors and officers who sign such Registration Statement for any legal or delayed)other expenses reasonably incurred by the Company and such directors and officers in connection with investigating or defending any such action or claim as such expenses are incurred.

Indemnification by Holders. To The Company may require as a condition to having the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are Stock included in among the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, effected that each Holder requesting or joining in a registration agree (severally and not jointly with any other Holders of Registrable Securities, jointly) to indemnify the Company, its directors and officers and its legal counsel and accountants, each underwriter (as defined in the Securities Act), each controlling person of each of the foregoing and each other such Holder, each of its officers, directorsdirectors and partners and each controlling person of such Holder, partnersagainst any losses, membersclaims, managersdamages or liabilities (or actions in respect thereof), shareholdersincluding any of the foregoing incurred in the settlement of any litigation, accountantscommenced or threatened, attorneysjoint or several, agents and employees, each Person who controls the Company within the meaning to which any of Section 15 of them may become subject under the Securities Act (collectivelyor Exchange Act or under any other statute or at common law, the “Holder Indemnified Parties”)insofar as such losses, against all Losses claims, damages or liabilities (or actions in respect thereof) to the extent arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a any material fact contained in any registration statementoffering circular or Registration Statement under which such securities were registered under the Securities Act at the request of such Holder pursuant to this Agreement, prospectusany preliminary prospectus or final prospectus contained therein, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, any summary prospectus issued in each case related to such registration statementconnection with any securities being registered, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statementRegistration Statement, preliminary prospectus, offering circularsummary prospectus, “issuer free writing prospectus” prospectus or other document amendment or supplement thereto, solely in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that and to reimburse such persons for any legal or other expenses reasonably incurred in no event shall connection with investigating or defending any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder action, provided that a Holder's total liability under any indemnity given pursuant to this subsection (which consent b) shall not be unreasonably withheld or delayed)exceed the net proceeds received by such Holder from the sale of stock pursuant to the registration.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its the Company’s current and former officers, directors, partnersagents, membersemployees and Affiliates and each underwriter thereof, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based (i) on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, or (ii) any violation by the Holder of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Holder in connection with any registration or offering hereunder and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.24.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 4.2 payable by the Purchasers Purchaser and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the sale of the Registrable Securities sold pursuant giving rise to the registration statementsuch indemnification obligation. The indemnity agreement contained in this Section 3.2 4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability Losses or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To The Company may require as a condition to having the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are Common Stock included in among the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, effected that each Holder requesting or joining in a registration agree (severally and not jointly with any other Holders of Registrable Securities, jointly) to indemnify the Company, its directors and officers and each controlling person of each of the foregoing and each other such Holder, each of its officers, directorsdirectors and partners and each controlling person of such Holder, partnersagainst any losses, membersclaims, managersdamages or liabilities (or actions in respect thereof), shareholdersincluding any of the foregoing incurred in the settlement of any litigation, accountantscommenced or threatened, attorneysjoint or several, agents and employees, each Person who controls the Company within the meaning to which any of Section 15 of them may become subject under the Securities Act (collectivelyor under any other statute or at common law, the “Holder Indemnified Parties”)insofar as such losses, against all Losses claims, damages or liabilities (or actions in respect thereof) to the extent arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a any material fact contained in any registration statementoffering circular or Registration Statement under which such securities were registered under the Securities Act at the request of such Holder pursuant to this Agreement, prospectusany preliminary prospectus or final prospectus contained therein, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, any summary prospectus issued in each case related to such registration statementconnection with any securities being registered, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statementRegistration Statement, preliminary prospectus, offering circularsummary prospectus, “issuer free writing prospectus” prospectus or other document amendment or supplement thereto, solely in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that and to reimburse such persons for any legal or other expenses reasonably incurred in no event shall connection with investigating or defending any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder action, provided that a Holder's total liability under any indemnity given pursuant to this subsection (which consent b) shall not be unreasonably withheld or delayed)exceed the net proceeds received by such Holder from the sale of stock pursuant to the registration, unless it is finally judicially determined that such Holder provided any such written information upon which liability is based knowing it was false.

Indemnification by Holders. To the extent permitted by applicable law, each Each selling Holder will, if in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effectedselling Holder, indemnify, severally indemnify and not jointly with any other Holders of Registrable Securities, the Companyhold harmless PubCo, each of its directors and officers, directorsand each other selling Holder and each other person, partnersif any, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company another selling Holder within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”)Act, against all Losses any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) to the extent arising arise out of or are based on upon any untrue statement (or alleged allegedly untrue statement) statement of a material fact contained in any registration statementRegistration Statement under which the sale of such Registrable Securities was registered under the Securities Act, prospectus, any preliminary prospectus, offering circular, “issuer free writing prospectus” Prospectus or other document, final Prospectus contained in each case related to such registration statementthe Registration Statement, or any amendment or supplement theretoto the Registration Statement, or arise out of or are based on upon any omission (or the alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, statement therein not misleading, and will reimburse each of if the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished in writing to the Company PubCo by such selling Holder or its authorized representatives and stated to be specifically expressly for use therein; provided, however, that in no event shall or is based on any indemnity under this Section 3.2 payable by selling Holder’s violation of the Purchasers and any Holder exceed an amount equal federal securities laws (including Regulation M) or failure to the net proceeds received by such Holder in respect of sell the Registrable Securities sold pursuant to in accordance with the registration statement. The indemnity agreement plan of distribution contained in this Section 3.2 the Prospectus, and shall not apply to amounts paid reimburse PubCo, 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 settlement of connection with investigation or defending any such loss, claim, damage, liability or action if action. Each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)selling Holder.

Indemnification by Holders. To the extent permitted by applicable lawEach Holder, each Holder willjointly and severally, if Registrable Securities held by such Holder are included in the securities as agrees to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of its directors and officers, directorsand each person, partnersif any, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section either section 15 of the Securities Act or section 20 of the Exchange Act (collectively, other than the “Holder Indemnified Parties”Holder), covered by a Piggy-back Registration from and against any and all Losses (or actions in respect thereof) to the extent arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, statement or prospectus relating to the Registrable Securities or in any amendment or supplement theretothereto or in any preliminary prospectus, or arising out of or based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any but only insofar as such Losses arise out of, or actionare based upon, as such expenses are incurred, in each case to the extent, but only to the extent, that any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made allegation thereof based upon information furnished in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically on such Holder's behalf, expressly for use therein; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in no event shall any indemnity under this Section 3.2 payable by preliminary or final prospectus, the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 subsection shall not apply to amounts paid in settlement of the extent that any loss, claim, damage, liability or action if such settlement is effected without Losses result from the prior written consent fact that a current copy of the applicable prospectus was not sent or given to the person asserting any such Losses 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 Holder) to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. Each Holder (which consent shall not be unreasonably withheld also agrees, jointly and severally, to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors, and each person who controls such underwriters within the meaning of either section 15 of the Securities Act or delayedsection 20 of the Exchange Act on substantially the same basis as the indemnification of the Company provided in this subsection 7(b).

Indemnification by Holders. To In connection with any offering in which a Holder is participating pursuant to Article II hereof, to the fullest extent permitted by applicable law, each Holder willsuch Holder, if Registrable Securities held by such Holder are included in the securities as to which exercising its registration or qualification or compliance rights under applicable “blue sky” laws is being effectedthis Agreement, indemnifyagrees, severally and not jointly with any other Holders of Registrable Securitiesjointly, to defend, indemnify and hold harmless the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents officers and employeesAffiliates, each Person who controls the Company within the meaning of Section 15 the Securities Act or the Exchange Act, and each other Holder and each Person controlling such Holder within the meaning of the Securities Act or the Exchange Act (collectively, the “Holder Indemnified Parties”), from and against all Losses (or actions in respect thereof) Liabilities to the extent arising which any of them may become subject, that arise out of or are based on upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” statement or other document, in each case related to such registration statement, prospectus or any amendment or supplement thereto, or based on (ii) any omission (or alleged omission) to state therein in any registration statement or prospectus, a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus, in light of the circumstances in under which they were made), not misleading, but only to the extent that Liabilities arise out of or are based on a statement or alleged statement or omission or alleged omission in such registration statement or prospectus that was made in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; and such Holder will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, Liability as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any a Holder exceed an the amount equal to by which the net proceeds (after deducting underwriting discounts and commissions) actually received by such Holder from the sale of Registrable Securities included in respect such registration subject to the Proceedings exceeds the amount of any other Liabilities that such Holder has been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a Holder Indemnified Party, shall survive the transfer of the Registrable Securities sold pursuant by the Holders, and shall be in addition to any liability which the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)may otherwise have.

Indemnification by Holders. To In the extent permitted by applicable law, each Holder will, if Registrable event of any registration under the Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with Act of any other Holders offering of Registrable Securities, each Holder of such Registrable Securities hereby severally agrees to indemnify and hold harmless the Company, each of its officersother Holder and each other person, directorsif any, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act and each other person (collectivelyincluding each underwriter, and each other person, if any, who controls such underwriter) who participates in the “offering of such Registrable Securities against any Losses, joint or several, to which the Company, such Holder Indemnified Parties”)or controlling person or participating person may become subject under the Securities Act or otherwise, against all insofar as such Losses (or actions proceedings in respect thereof) to the extent arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a any material fact contained contained, on the effective date thereof, in any registration statement, prospectus, preliminary prospectus, statement under which an offering circular, “issuer free writing prospectus” or other documentof such Registrable Securities was registered under the Securities Act, in each case related to such registration statementany final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based on any upon the omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse the Company, such Holder and each of the Holder Indemnified Parties such controlling person or participating person for any reasonable and documented out-of-pocket legal or other expenses and any other reasonable and documented out-of-pocket expenses actually reasonably incurred by the Company, such Holder or such controlling person or participating person in connection with investigating, investigating or defending or, subject to the last sentence of this Section 3.2, settling any such Losses Loss or actionproceeding; provided, as that such expenses are incurred, Holder will be liable in each any such case to the extent, but and only to the extent, that any such Loss arises out of or is based upon an untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” such preliminary or other document final prospectus or such amendment or supplement in reliance upon and in conformity with written information regarding such Holder furnished to the Company in an instrument duly executed by such Holder or its authorized representatives and stated to be specifically for use therein; in the preparation thereof and provided, howeverfurther, that in no event such Holder's liability shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder not exceed an amount equal to the net proceeds received by such Holder in respect connection with the sale of such securities in the Registrable Securities sold pursuant registered offering. 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 registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability statement or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)prospectus.

Indemnification by Holders. To the extent permitted by applicable law, each Holder willHolder, if Registrable Securities held by such Holder are included in the securities as to which exercising its registration or qualification or compliance rights under applicable “blue sky” laws is being effectedthis Agreement, indemnifyagrees, severally and not jointly with any other Holders of Registrable Securitiesjointly, to indemnify the Company, each of its directors, officers, directors, partners, partners and members, managerseach underwriter, shareholdersif any, accountants, attorneys, agents and employeesof the Company's securities covered by such a registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such Holder's officers, directors, partners and members and each Person controlling such Holder within the meaning of Section 15 of the Securities Act (collectively, the “"Holder Indemnified Parties”"), against all Losses expenses, claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement theretothereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; , provided, however, that in no event shall any indemnity under this Section 3.2 4.2 payable by the Purchasers and any a Holder exceed an the amount equal to by which the net proceeds actually received by such Holder in respect from the sale of the Registrable Securities sold pursuant to included in such registration exceeds the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement amount of any lossother losses, claimexpenses, damagesettlements, liability damages, claims and liabilities that such Holder has been required to pay by reason of such untrue or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld alleged untrue statement or delayed)omission or alleged omission or violation.

Indemnification by Holders. To the extent permitted by applicable law, -------------------------- each Holder will, if participating holder of Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally will indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeeseach of its officers who has signed the registration statement, each Person person, if any, who controls the Company within the meaning of Section 15 l5 of the Securities Act Act, and each agent and any underwriter for the Company (collectively, within the “Holder Indemnified Parties”), meaning of the Act) against all Losses claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of or a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” statement relating to the Registrable Securities (or other document, in each case any related to such registration statement, notification or any amendment the like) or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse the Company and each of the Holder Indemnified Parties such director, officer or controlling person for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigatinginvestigating or defending any such claim, defending orloss, subject damage, liability or action and will enter into an indemnification agreement with the Company and each such person containing customary provisions, including provisions for contribution, as the Company or each such person shall reasonably request; provided, however, that no holder of Registrable Securities will be liable in any such case except to the last sentence of this Section 3.2, settling extent that any such Losses claim, loss, damage or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such liability arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance based upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives holder and stated to be specifically for use therein; and provided, further, that no holder of Registrable Securities will be liable under this section for any losses, costs, damages or expenses exceeding in aggregate the proceeds to such 'holder in such offering; and, provided further, however, that in no event shall any the indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 5.8 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action (if such settlement is effected without the prior written consent of the applicable Holder (such holder, which consent shall will not be unreasonably withheld or delayedwithheld).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securitiesjointly, the Company, each of its directors, officers, directors, partners, partners and members, managerseach underwriter, shareholdersif any, accountants, attorneys, agents and employeesof the Company’s securities covered by such a registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such Holder’s officers, directors, partners and members and each Person controlling such Holder within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”” ), against all Losses expenses, claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement theretothereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; , provided, however, that in no event shall any indemnity under this Section 3.2 4.2 payable by the Purchasers and any a Holder exceed an the amount equal to by which the net proceeds actually received by such Holder in respect from the sale of the Registrable Securities sold pursuant included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to the registration statementpay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation. The indemnity agreement contained in this Section 3.2 4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)., nor shall the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act

Indemnification by Holders. To the extent permitted by applicable law, -------------------------- each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally shall indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeeseach of its officers who have signed the Registration Statement, each Person person, if any, who controls the Company within the meaning of Section 15 of the Securities Act Act, each agent and underwriter for the Company, each other Holder selling Registrable Securities covered by the Registration Statement, each director, officer, partner, agent, and employee of such other Holder or underwriter, and each person, if any, who controls such other Holder or underwriter, against any losses, claims, damages, or liabilities (collectivelyjoint or several) to which the Company or any such director, officer, partner, agent, employee, controlling person, underwriter, or other Holder may become subject, under the Securities Act, the “Holder Indemnified Parties”)1934 Act, against all Losses or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereofthereto) to the extent arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurredViolation, in each case to the extent, but extent (and only to the extent, ) that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document Violation occurs in reliance upon and in conformity with written information regarding furnished by or on behalf of such Holder furnished to expressly for use in connection with such registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred by the Company by or any such Holder director, officer, partner, agent, employee, controlling person, underwriter, or its authorized representatives and stated to be specifically for use thereinother Holder, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section subsection 3.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the prior written consent of the applicable Holder (such Holder, which consent shall not be unreasonably withheld or delayed)withheld; and provided, further, that the indemnification obligation of each Holder shall be limited to the aggregate public offering price of the Registrable Securities sold by such Holder pursuant to such registration.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securitiesjointly, the Company, each of its directors, officers, directors, partners, partners and members, managerseach underwriter, shareholdersif any, accountants, attorneys, agents and employeesof the Company’s securities covered by such a registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such Holder’s officers, directors, partners and members and each Person controlling such Holder within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses expenses, claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement theretothereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; , provided, however, that in no event shall any indemnity under this Section 3.2 10(b) payable by the Purchasers and any a Holder exceed an the amount equal to by which the net proceeds actually received by such Holder in respect from the sale of the Registrable Securities sold pursuant included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to the registration statementpay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation. The indemnity agreement contained in this Section 3.2 10(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)., nor shall the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnifyshall, severally and not jointly with any other Holders of Registrable Securitiesjointly, indemnify and hold harmless the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneysofficers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act (collectively, and Section 20 of the “Holder Indemnified Parties”Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (or actions in respect thereof) to the extent Losses, as incurred, arising out of or based on relating to any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, any registration statementProspectus, or any form of prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement theretothereto or in any preliminary prospectus, or based on arising out of or relating to any omission (or alleged omission) to state therein of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of any Prospectus or form of prospectus or amendment or supplement thereto, in light of the circumstances in under which they were made, ) not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject misleading to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in such registration statement, prospectus, offering circular, “issuer free any information so furnished in writing prospectus” or other document in reliance upon and in conformity with written information regarding by such Holder furnished to the Company specifically for inclusion in the Registration Statement, such Prospectus, or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder or its authorized representatives and stated to be specifically expressly for use thereinin the Registration Statement, such Prospectus or such form of prospectus (provided that the Company amended any disclosure with respect to the method of distribution upon written notice from the Holders that such section of the Prospectus should be revised in any way); provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 5(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action Losses if such settlement is effected without the prior written consent of the applicable Holder (such Holder, which consent shall not be unreasonably withheld withheld. No Holder shall be liable to the Company for any Losses with respect to any untrue or delayed)alleged untrue statement of material fact or omission or alleged omission of material fact in connection with delivery by such Holder of the Prospectus as required by the Securities Act, provided that if such statement or omission was made in a preliminary Prospectus and the untrue or alleged untrue statement of material fact or omission or alleged omission of material fact contained in such preliminary Prospectus was corrected in the final Prospectus (or any amendment or supplement thereto) and such Holder received a copy of the final Prospectus (or any amendment or supplement thereto) at or prior to the confirmation of the sale of the Registrable Securities in compliance with Section 3(f) of this Agreement, then the such Holder shall be liable for such Losses. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, agrees to indemnify and hold harmless the Company, each of its directors, officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, representatives and agents (including each Person officer of the Company who signed the Registration Statement), and each Person, if any, who controls the Company Company, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against (collectivelyi) any and all loss, the “Holder Indemnified Parties”)liability, against all Losses (or actions in respect thereof) to the extent claim, damage and expenses whatsoever, as incurred, arising out of (A) any violation by the Holders of the Securities Act or based on applicable state securities laws in connection with the offering and (B) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, Registration Statement (or any amendment or supplement thereto) pursuant to which Registrable Shares were registered under the Securities Act, including all documents incorporated therein by reference, or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading; (ii) from and against any and all loss, and will reimburse each liability, claim and, damage whatsoever, as incurred, to the extent of the Holder Indemnified Parties for aggregate amount paid in settlement of any litigation, or investigation or Proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, if such settlement is effected with the written consent of such Holder, which consent shall not be unreasonably withheld; and (iii) from and against any and all expense reasonably incurred (including reasonable fees and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred disbursements of one firm of attorneys), in connection with investigating, preparing or defending oragainst any litigation, subject to the last sentence of this Section 3.2or investigation or Proceeding by any governmental agency or body, settling any such Losses commenced or action, as such expenses are incurredthreatened, in each case to the extentwhether or not a party, but only to the extent, that or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; but only with respect to such untrue statements or omissions, or alleged untrue statementstatements or omissions, made in a Registration Statement (or any amendment thereto) or omission any Prospectus (or alleged omissionany amendment or supplement thereto) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company in writing by such Holder or its authorized representatives and stated to be specifically expressly for use therein; providedin such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto), howeverand PROVIDED FURTHER, that in no event Holder shall any indemnity be liable under this Section 3.2 payable by the Purchasers and 6(b) for any Holder exceed an amount equal to in excess of the net proceeds received by such Holder in respect from the sale of the such Holder's Registrable Securities sold Shares pursuant to a Registration Statement or a Prospectus, as the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)case may be.

Indemnification by Holders. To the extent permitted by applicable law, -------------------------- each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or such registration, qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, indemnify the Company, each of its directors, officers, shareholders, employees, representatives, attorneys and partners, each underwriter, if any, of the Company's securities covered by such a registration statement, each Controlling Person of the Company or such underwriter, and each other Holder, each of such other Holder's officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, representatives and partners and each Controlling Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”)such other Holder, against all Losses claims, losses, damages and liabilities (or actions in respect thereof) to ), including any of the extent foregoing incurred in any investigation or inquiry or in any settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company in connection with any such registration, qualification or compliance, and each Holder will reimburse each of the Holder Indemnified Parties Company, such other Holders, such directors, officers, shareholders, employees, representatives, attorneys, partners, such underwriters and such Controlling Persons for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, investigating or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or ), omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document or such violation (or alleged violation) is committed, in reliance upon and in conformity with written information regarding such Holder furnished to the Company by an instrument duly executed by such Holder or its authorized representatives and stated to be specifically for use thereinin any such registration statement, prospectus, offering circular or other document; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 6.2 shall not (i) apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the prior written consent of the applicable such Holder (which consent shall not be unreasonably withheld withheld); or delayed)(ii) inure to the benefit of any underwriter from whom the person asserting any such loss, claim damage or liability purchased the Registrable Securities which are the subject thereof (or to the benefit of any person controlling such underwriter) with respect to a preliminary prospectus or final prospectus if such underwriter (if required by the Act) failed to send or give a copy of the most recent prospectus, if the most recent prospectus furnished by the Company shall correct the untrue statement or alleged untrue statement or omission or alleged omission which is the basis of the loss, claim, damage, liability, or action for which indemnification is sought, to such person at or prior to the written confirmation of the sale of such Registrable Securities to such person. This indemnity will be in addition to any liability which each Holder may otherwise have.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or such registration, qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, indemnify the CompanyCorporation, each of its officers, directors, partnersofficers and legal counsel, memberseach underwriter, managersif any, shareholders, accountants, attorneys, agents and employeesof the Corporation's securities covered by such a registration statement, each Person who controls the Company Corporation or such underwriter within the meaning of Section 15 of the Securities Act (collectivelyAct, and each other such Holder, each of its officers and directors and each Person controlling such Holder within the “Holder Indemnified Parties”)meaning of Section 15 of the Securities Act, against all Losses claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties Corporation, such Holders, such directors, officers, legal counsel, Persons, underwriters or control persons for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, investigating or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company Corporation by such Holder or its authorized representatives and stated to be specifically for use therein; provided. Notwithstanding the foregoing, however, that in no event shall any indemnity the liability of each Holder under this Section 3.2 payable by the Purchasers and any Holder exceed subsection (b) shall be limited in an amount equal to the net proceeds received by such Holder in respect from the sale of the Registrable Securities sold by such Holder. In addition, insofar as the foregoing indemnity relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the final prospectus filed pursuant to Rule 424(b) of the registration statement. The Commission, the indemnity agreement contained in this Section 3.2 herein shall not apply inure to amounts paid in settlement the benefit of the Corporation, any underwriter or (if there is no underwriter) any Holder if a copy of the final prospectus filed pursuant to Rule 424(b) was not furnished to the Person or entity asserting the loss, claimliability, damage, liability claim or action if damage at or prior to the time such settlement furnishing is effected without required by the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)Securities Act.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, indemnify the Company, each of its current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each underwriter, if any, of the Company’s securities covered by such registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses expenses, claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, investigating or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 3.02 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder H▇▇▇▇▇ (in the aggregate) in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 3.02 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, indemnify the Company, each of its current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each underwriter, if any, of the Company’s securities covered by such registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses expenses, claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, investigating or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 3.02 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder (in the aggregate) in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 3.02 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if In connection with any Registration -------------------------- Statement in which a holder of Registrable Securities held by is participating, such Holder are included holder, or an authorized officer of such holder, shall furnish to the Company in writing such information as the securities as to which registration Company reasonably requests for use in connection with any Registration Statement or qualification or compliance under applicable “blue sky” laws is being effected, indemnifyprospectus and agrees, severally and not jointly with any other Holders of Registrable Securitiesjointly, to indemnify, to the full extent permitted by law, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneysofficers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act (collectively, and Section 20 of the “Holder Indemnified Parties”Exchange Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses (or actions in respect thereof) to the extent arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, preliminary or form of prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, arising out of or based on upon any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement is contained in, or such omission (or alleged omission) omission is made required to be contained in, any information so furnished in writing by such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished holder to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use thereinin such Registration Statement or prospectus and that such statement or omission was relied upon by the Company in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, -------- ------- that such holder of Registrable Securities shall not be liable in any such case to the extent that the holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of any indemnity under this Section 3.2 payable by selling holder of Registrable Securities hereunder be greater in amount than the Purchasers and any Holder exceed an dollar amount equal to of the proceeds (net proceeds of payment of all expenses) received by such Holder in respect holder upon the sale of the Registrable Securities sold pursuant giving rise to the registration statementsuch indemnification obligation. The Such indemnity agreement contained shall remain in this Section 3.2 shall not apply to amounts paid in settlement full force and effect regardless of any loss, claim, damage, liability investigation made by or action if on behalf of such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)indemnified party.

Indemnification by Holders. To the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnifyindemnify and hold harmless, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each underwriter, if any of the Company’s securities covered by such a registration, each Person who controls controlling the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), from and against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” Issuer Free Writing Prospectus or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” Issuer Free Writing Prospectus or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use thereinHolder; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the gross proceeds (net proceeds of any underwriting commissions and discounts, but before deducting other expenses) received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Each holder of Registrable Securities held by such Holder are included in the securities as being registered pursuant to which registration Section 10 or qualification or compliance under applicable “blue sky” laws is being effected, indemnifySection 11 agrees, severally but not jointly, to indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, its officers and directors and each of its officersPerson, directorsif any, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of either Section 15 of the Securities Act (collectivelyor Section 20 of the Exchange Act and its officers, the “Holder Indemnified Parties”)directors, against all Losses (or actions in respect thereof) partners, employees, representatives and agents of each such Person to the same extent arising out as the foregoing indemnity from the Company to such holder, but only with reference to information related to such holder furnished in writing by or on behalf of or based on any untrue statement (or alleged untrue statement) of a material fact contained such holder expressly for use in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” statement or other document, in each case related prospectus relating to such registration statementthe Registrable Securities, or any amendment or supplement theretothereto or any preliminary prospectus. Each such holder of Registrable Securities also agrees to indemnify and hold harmless any 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 the Company provided in this Section 13(d). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders to the contrary, for all purposes of this Agreement the only information furnished or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder holders for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto or any preliminary prospectus are statements specifically relating to (a) transactions between such holder and its authorized representatives Affiliates, on the one hand, and stated the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates and (c) the name and address of such holder. If any additional information about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be specifically for use therein; provideddisclosed in any such document, however, that then such holder shall not unreasonably withhold its agreement referred in no event shall any indemnity under the immediately preceding sentence of this Section 3.2 payable by 13(d). Notwithstanding the Purchasers and foregoing, no holder of Registrable Securities being registered pursuant to Section 10 or Section 11 will be required to indemnify the Company for any Holder exceed an amount equal to in excess of the net proceeds received by such Holder in respect of total price at which the Registrable Securities of such holder were sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any losspublic (less underwriting discounts and commissions, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayedany).

Indemnification by Holders. To In connection with any -------------------------- Registration Statement in which Holders of Registrable Securities are participating, each such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or prospectus and, to the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, will indemnify the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act (collectivelyor Section 20 of the Exchange Act) and their respective officers, the “Holder Indemnified Parties”)directors, partners, employees, agents and representatives against all any Losses (or actions in respect thereof) to the extent caused by, arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, preliminary or form of prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, arising out of or based on upon any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement is contained in, or such omission (or alleged omission) omission is made required to be contained in, any information so furnished in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding by such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use thereinin such Registration Statement or prospectus and that such statement or omission was relied upon by the Company in preparation of such Registration Statement, prospectus or form of prospectus; provided, however, that such Holder of Registrable Securities shall not be liable in any such case to the extent that the Holder has furnished in writing to the Company prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to the Company, and the Company failed to include such information therein. In no event shall the liability of any indemnity under this Section 3.2 payable by selling Holder of Registrable Securities hereunder be greater in amount than the Purchasers and any Holder exceed an dollar amount equal to of the proceeds (net proceeds of payment of all expenses) received by such Holder in respect upon the sale of the Registrable Securities sold pursuant giving rise to the registration statementsuch indemnification obligation. The Such indemnity agreement contained shall remain in this Section 3.2 shall not apply to amounts paid in settlement full force and effect regardless of any loss, claim, damage, liability investigation made by or action if on behalf of such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)indemnified party.

Indemnification by Holders. To Each Holder of Registrable Securities participating in any registration hereunder shall severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by applicable law, each Holder willWEB, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effectedits directors, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, affiliates and agents, and each Person who controls the Company WEB (within the meaning of Section 15 of the Securities Act Act) (collectively, the “Holder "WEB Indemnified Parties”), ") against all Losses losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with such Holder's consent, which consent shall not be unreasonably delayed or withheld) to which any WEB Indemnified Party may become subject under the Securities Act, the Exchange Act, any other federal law, any state or common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) to the extent arising out of or based on are caused by (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” Registration Statement in which such Holder's Registrable Securities were included or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus (as amended or supplemented if WEB shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, and will reimburse each of in the Holder Indemnified Parties for any reasonable cases described in clauses (i) and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence (ii) of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information furnished in writing by such Holder relating to such Holder specifically stating that it is for use in the preparation of the documents described in such registration statementclauses (i) and (ii) and WEB does not know, at the time such information is included in the Registration Statement, prospectus, offering circularpreliminary prospectus, “issuer free writing prospectus” amendment or other document in reliance upon and in conformity with written supplement that such information regarding such Holder furnished to the Company is false or misleading; (iii) any violation by such Holder of the Securities Act, the Exchange Act, any other federal law, any state or its authorized representatives common law, or any rule or regulation promulgated thereunder applicable to such Holder and stated relating to be specifically for use thereinaction of or inaction by such Holder in connection with any such registration; and (iv) with respect to any preliminary prospectus delivered in a non-underwritten offering, the fact that such Holder sold Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of the prospectus (excluding the documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if WEB has previously furnished copies thereof to such Holder in compliance with this Agreement and the loss, claim, damage, liability or expense of such WEB Indemnified Party results from an untrue statement or omission of a material fact relating to information provided by such Holder contained in such preliminary prospectus which was corrected in the prospectus (or the prospectus as amended or supplemented); provided, however, that in no event shall any indemnity the liability of such Holder under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal shall be limited to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant offering giving rise to the registration statementsuch liability. The Such indemnity agreement contained obligation shall remain in this Section 3.2 shall not apply to amounts paid in settlement full force and effect regardless of any loss, claim, damage, liability investigation made by or action if on behalf of WEB Indemnified Parties (except as provided above) and shall survive the transfer of such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)securities by such Holder.

Indemnification by Holders. To (a) Each of the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnifyHolders, severally and not jointly with any other Holders of Registrable Securitiesagrees that on and after the Closing it shall, to the Companyfullest extent permitted by Law, each of its officersindemnify and hold harmless Parent and the Surviving Company and their respective Subsidiaries, directorsAffiliates, partnersstockholders, members, managers, shareholdersdirectors, accountantsofficers, attorneysemployees, partners, agents and employeesrepresentatives, each Person who controls the Company within the meaning of Section 15 and successors and permitted assigns of the Securities Act foregoing (collectively, the “Holder Parent Indemnified Parties”) from and against, and shall reimburse the Parent Indemnified Parties for, any and all damages, claims, losses, expenses, costs, obligations, injuries, fines, liens, penalties, deficiencies, diminution in value, Judgments, settlements and liabilities including, without limiting the generality of the foregoing, liabilities for all reasonable attorneys’, accountants’ and experts’ fees (collectively, “Losses”), against all Losses incurred by the Parent Indemnified Parties and caused by or resulting from (or actions in respect thereofi) to the extent arising out of or based on any untrue statement (or alleged untrue statement) breach of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” representation or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is warranty made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to by the Company in this Agreement or (ii) any failure by such Holder the Company to perform or fulfill any of its authorized representatives and stated to be specifically for use thereincovenants set forth in this Agreement; provided, however, that no Holder’s individual liability for indemnification pursuant to this Section 8.2(a) shall exceed such Holder’s pro rata portion of the Loss as set forth opposite such Holder’s name on Appendix C, except to the extent an amount was paid out of the Indemnity Escrow Amount under Section 8.2(b), (e) or (g) that would prevent a pro rata allocation of the Loss. For the avoidance of doubt, the limitation on each Holder’s pro rata portion of the Loss described in the prior sentence shall in no way prevent Parent from being fully reimbursed out of the Escrow Fund for any Losses arising pursuant to this Section 8.2(a). (b) Each Holder, individually, agrees to indemnify and hold harmless the Parent Indemnified Parties from and against any Losses incurred by the Parent Indemnified Parties and caused by or resulting from (i) any breach of a representation or warranty made by the Holder or (ii) any failure by such Holder to perform or fulfill any covenant of such Holder set forth in this Agreement. (c) In the event that any indemnifiable Loss pursuant to this Section 8.2 reduces the Final Purchase Price under Section 2.6, such Loss shall not also be subject to indemnification hereunder. (d) Except to the extent of fraud or willful breach of covenants, representations or warranties from and after the Closing Date, to the fullest extent permitted by Law, the sole and exclusive remedy for any indemnity breach of a covenant, representation or warranty by any Holder or the Company or by Parent or Merger Sub under or pursuant to this Agreement or otherwise relating to the subject matter of this Agreement shall be a claim for indemnification pursuant to this Article 8. (e) Any amounts that Holders are required to pay under this Section 3.2 8.2 shall be paid to Parent first out of the Indemnity Escrow Amount, but any such amounts that relate to Losses resulting solely from the breach by any specific Holder(s) of a representation or warranty set forth in Article 4 shall not be paid out of the Indemnity Escrow Amount in excess of such Holder’s pro-rata share of the Final Purchase Price; provided, however, that any amounts payable by as a result of a breach of the Purchasers representations and any Holder exceed warranties in Section 4.6, shall be paid out of the Indemnity Escrow Amount in an amount equal up to the net proceeds Original Blocker Stock Price less $950,000, regardless of the pro rata share of the Final Purchase Price received by any of the Blocker Entities. (f) No Holder shall be liable for any indemnification obligation pursuant to this Section 8.2 in excess of the aggregate consideration received by such Holder in respect of the Registrable Securities sold hereunder; provided, however, that claims against Blocker Holdco pursuant to subsection (g) below shall not be subject to such limitation. (g) Blocker Holdco agrees to indemnify and hold harmless the registration statementParent Indemnified Parties from and against any Losses incurred by the Parent Indemnified Parties and caused by or resulting from (i) any breach of a representation or warranty made by Blocker Holdco in Section 4.6 or (ii) any failure by the Blocker Entities to perform or fulfill any of their covenants set forth in this Agreement. The indemnity agreement contained For the avoidance of doubt, Blocker Holdco’s obligation set forth in this Section 3.2 shall 8.2(g) is not apply subject to amounts paid in settlement of any loss, claim, damage, liability the Basket or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)Cap.

Indemnification by Holders. To Each Holder shall, notwithstanding any termination of this Agreement, indemnify and hold harmless, to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable SecuritiesHolders, the Company, each of its directors, its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act (collectively, and Section 20 of the “Holder Indemnified Parties”Exchange Act), and the directors, officers, agents and employees of such controlling Persons, and all other prospective sellers, from and against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in such Registration Statement under which such Registrable Securities were registered under the Securities Act, any registration statementpreliminary, prospectusfinal or summary Prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” contained therein or other document, in each case related to such registration statementthereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith, incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each (without limitation of the Holder Indemnified Parties portions of this Section 8(b)) reimburse the Company, its directors, officers, agents and employees, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, and all other prospective sellers for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, investigating or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability, or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omissioni) is made in such registration statementRegistration Statement, prospectuspreliminary, offering circularfinal or summary Prospectus, “issuer contained therein or related thereto, or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus” or other document prospectus utilized in connection therewith in reliance upon and in conformity with written information regarding such Holder that is furnished to the Company by such Holder for inclusion therein and that relates to such Holder and/or such Holder’s proposed method of distribution of Registrable Securities, or its authorized representatives (ii) related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and stated prior to be specifically for use thereinreceiving Advice contemplated by Section 9(i) (but if and to the extent that the material misstatement or omission giving rise to such Loss would have been corrected); provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by obligations of such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 hereunder shall not apply to amounts paid in settlement of any losssuch claims, claimlosses, damagedamages, liability or action liabilities (or actions in respect thereof) if such settlement is effected without the prior written consent of the applicable such Holder (which consent shall not be unreasonably withheld or delayedwithheld); and provided, further, that the liability of such Holder shall be limited to the net proceeds received by such selling Holder from the sale of Registrable Securities covered by such Registration Statement.

Indemnification by Holders. To Each holder of the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnifyNotes, severally and not jointly with any other Holders of Registrable Securitiesjointly, will indemnify and hold harmless the CompanyIssuers and each person, each of its officersif any, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company Issuers within the meaning of Section 15 of the Securities Act (collectivelyor the Exchange Act from and against any losses, the “Holder Indemnified Parties”)claims, against all Losses (damages or liabilities or any actions in respect thereof) , to which any Issuer or any such controlling person may become subject under the extent arising Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” a Registration Statement or other document, prospectus or in each case related to such registration statement, or any amendment or supplement thereto, or arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, but in each case to the extent, but only to the extent, extent that such the untrue statement (or omission or alleged untrue statement) statement or omission (or alleged omission) is was made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding pertaining to such Holder holder and furnished to the Company Issuers by or on behalf of such Holder or its authorized representatives and stated to be holder specifically for use inclusion therein; providedand, howeversubject to the limitation set forth immediately preceding this clause, that in no event shall reimburse, as incurred, the Issuers for any indemnity under this Section 3.2 payable legal or other expenses reasonably incurred by the Purchasers and Issuers or any Holder exceed an amount equal to the net proceeds received by such Holder controlling person in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of connection with investigating or defending any loss, claim, damage, liability or action if in respect thereof. This indemnity agreement will be in addition to any liability which such settlement is effected without holder may otherwise have to the prior written consent Issuers or any of their controlling persons. In no event shall the liability of any selling holder of Notes hereunder be greater in amount than the dollar amount of the applicable Holder (which consent shall not be unreasonably withheld or delayed)proceeds received by such holder upon the sale of the Notes giving rise to such indemnification obligation.

Indemnification by Holders. To In the extent permitted by applicable lawevent of a Registration Statement, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnifyHolder, severally and not jointly with any other Holders of Registrable Securitiesjointly, shall indemnify and hold harmless each Guarantor and the CompanyIssuer, their respective Affiliates, each person who controls any such Guarantor or the Issuer, as the case may be, or any such Affiliates within the meaning of its the Securities Act or Exchange Act and their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls representatives and agents (collectively referred to for purposes of this Section 6(b) and Section 6(d) as the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”"INDEMNIFIED ISSUERS"), from and against all Losses (any loss, claim, damage or actions liability, joint or several, or any action in respect thereof, to which the Indemnified Issuers may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) to the extent arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” such Registration Statement or other document, any prospectus forming part thereof or in each case related to such registration statement, or any amendment or supplement thereto, thereto or based on any (ii) the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, but in each case to the extent, but only to the extent, extent that such the untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with any information included in any Registration Statement in reliance upon or in conformity with written information regarding such Holder furnished to the Company Issuer or LIN TV by such or on behalf of any Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event and shall reimburse the Indemnified Issuers for any indemnity under this Section 3.2 payable legal or other expenses reasonably incurred by the Purchasers and Indemnified Issuers in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if as such settlement is effected without the prior written consent expenses are incurred; provided, however, that no such Holder shall be liable for any indemnity claims hereunder in excess of the applicable amount of net proceeds received by such Holder (which consent shall not be unreasonably withheld or delayed)from the sale of Registrable Securities pursuant to such Registration Statement.

Indemnification by Holders. To the extent permitted by applicable lawIn connection with any Registration Statement in which a Holder is participating, each Holder will, if Registrable Securities held by such Holder are included in the securities as agrees to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securitiesindemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeeseach of its officers who signs the Registration Statement, each Person Person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or the 1934 Act (collectivelycollectively and together with an Indemnified Person, the “Holder an "Indemnified Parties”Party"), against all Losses (any Claim or actions in respect thereof) Indemnified Damages to which any of them may become subject, under the extent arising 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based on upon any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurredViolation, in each case to the extent, but and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document Violation occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically expressly for use thereinin connection with such Registration Statement; and, subject to Section 6(c), such Holder will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action Claim if such settlement is effected without the prior written consent of the applicable Holder (such Holder, which consent shall not be unreasonably withheld withheld; provided, further, however, that the Holder shall be liable under this Section 6(b) for only that amount of a Claim or delayed)Indemnified Damages as does not exceed the net proceeds to such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable Securities by the Holders pursuant to the Registration Statement. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus were corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by Holders. To The Company may require as a condition to having the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are Underlying Common Stock included in among the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, effected that each Holder requesting or joining in a registration agree (severally and not jointly with any other Holders of Registrable Securities, jointly) to indemnify the Company, its directors and officers and its legal counsel and accountants, each underwriter (as defined in the Securities Act), each controlling person of each of the foregoing and each other such Holder, each of its officers, directorsdirectors and partners and each controlling person of such Holder, partnersagainst any losses, membersclaims, managersdamages or liabilities (or actions in respect thereof), shareholdersincluding any of the foregoing incurred in the settlement of any litigation, accountantscommenced or threatened, attorneysjoint or several, agents and employees, each Person who controls the Company within the meaning to which any of Section 15 of them may become subject under the Securities Act (collectivelyor under any other statute or at common law, the “Holder Indemnified Parties”)insofar as such losses, against all Losses claims, damages or liabilities (or actions in respect thereof) to the extent arising arise out of or are based on upon any untrue statement (or alleged untrue statement) of a any material fact contained in any registration statementoffering circular or Registration Statement under which such securities were registered under the Securities Act at the request of such Holder pursuant to this Agreement, prospectusany preliminary prospectus or final prospectus contained therein, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, any summary prospectus issued in each case related to such registration statementconnection with any securities being registered, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is was made in such registration statementRegistration Statement, preliminary prospectus, offering circularsummary prospectus, “issuer free writing prospectus” prospectus or other document amendment or supplement thereto, solely in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that and to reimburse such persons for any legal or other expenses reasonably incurred in no event shall connection with investigating or defending any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder action, provided that a Holder's total liability under any indemnity given pursuant to this subsection (which consent b) shall not be unreasonably withheld or delayed)exceed the net proceeds received by such Holder from the sale of stock pursuant to the registration.

Indemnification by Holders. To Each Holder whose Warrant Shares are sold under any registration statement pursuant to this Section (by inclusion of such Warrant Shares thereunder) shall indemnify and hold harmless Company (the extent permitted by applicable lawofficers, directors and controlling Persons thereof), each other Holder willof Warrants and each other Holder of Warrant Shares (and the directors, officers and controlling Persons of each such Holder), each other Person (if Registrable Securities held by any) who acts on behalf of or at the request of Company or such Holder are included other Holder, each underwriter, and each other Person who participates in the securities as offering of Warrant Shares (collectively, for purposes of this Clause, the "Indemnified Parties") against any losses, claims, damages or liabilities, joint or several, to which registration or qualification or compliance such Indemnified Party may become subject under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectivelyor any other statute or at common law, the “Holder Indemnified Parties”)insofar as such losses, against all Losses claims, damages or liabilities (or actions in respect thereof) to the extent arising arise out of or are based on upon either of the following: (i) any untrue statement (or alleged untrue statement) statement of a any material fact contained (on the effective date thereof) in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, statement (or any amendment or supplement thereto) under which such Warrant Shares were registered under the Securities Act at the request of such Holder, or based on any the omission (or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and will reimburse each or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigatingcircumstances under which they were made, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, not misleading; but only to the extent, extent (with respect to either of the foregoing Clauses) that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, preliminary prospectus, offering circularprospectus, “issuer free writing prospectus” amendment or other document supplement in reliance upon and in conformity with written information regarding such Holder furnished to the Company through an instrument duly executed by such Holder or its authorized representatives and stated to be specifically stating that it is expressly for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by . Each such Holder shall also reimburse each such Indemnified Party for any legal or any other expenses reasonably incurred in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of connection with investigating or defending any such loss, claim, damage, liability or action if action. Notwithstanding the foregoing, no such settlement is effected without Holder shall be liable to any Indemnified Party in any such instance to the prior written consent extent (a) such loss, claim, damage or liability relates to any untrue statement or omission, or any alleged untrue statement or omission, made in a preliminary prospectus but eliminated or remedied in a final prospectus, and (b) a copy of the applicable Holder (final prospectus was not delivered to the Person asserting the claim at or prior to the time required by the Securities Act in an instance for which consent shall not be unreasonably withheld or delayed)delivery thereof would have constituted a defense to the claim asserted by such Person.

Indemnification by Holders. To Each Holder of Qualified Registrable Securities participating in any registration hereunder shall indemnify and hold harmless, to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each other Holder of its Qualified Registrable Securities participating in such registration, and their respective directors, officers, directorsemployees and agents, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company or each such other Holder (within the meaning of Section 15 of the Securities Act Act) (collectively, the “Holder Company Indemnified Parties”) against all losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with such indemnifying Holder’s consent, which consent shall not be unreasonably withheld), against all Losses to which any Company Indemnified Party may become subject under the Securities Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) to the extent arising out of or based on are caused by (1) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” statement in which such Holder’s Qualified Registrable Securities were included or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or amended or supplemented prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case misleading to the extent, but only to the extent, in the cases described in clauses (1) and (2), that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information furnished in writing by such Holder relating to such Holder expressly for use in connection with such registration and if the Company does not know, at the time such information is included in the registration statement, prospectus, offering circularpreliminary prospectus, “issuer free writing prospectus” amendment or other document in reliance upon and in conformity with written supplement, that such information regarding such Holder furnished to the Company is false or misleading, (3) any violation by such Holder of any federal, state or its authorized representatives common law, rule or regulation applicable to such Holder and stated relating to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received action of or inaction by such Holder in connection with any such registration, and (4) with respect to any preliminary prospectus, the fact that such Holder sold Qualified Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of the Registrable Securities sold pursuant prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Holder in compliance with Section 4 and the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if expense of such settlement is effected without Company Indemnified Party results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in the prior written consent prospectus (or the prospectus as amended or supplemented). The aggregate amount which any such Holder shall be required to pay pursuant to this Section 6.2 shall be limited to the dollar amount of proceeds received by such Holder upon the sale of the Qualified Registrable Securities and other securities of the Company (after deducting any underwriting commissions, discounts and transfer taxes applicable Holder thereto) pursuant to the registration statement giving rise to such claim. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Parties (which consent except as provided above) and shall not be unreasonably withheld or delayed)survive the transfer of such securities by such Holder.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securitiesjointly, the Company, each of its directors, officers, directors, partners, partners and members, managerseach underwriter, shareholdersif any, accountants, attorneys, agents and employeesof the Company’s securities covered by such a registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such Holder’s officers, directors, partners and members and each Person controlling such Holder within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses expenses, claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement theretothereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by such Holder of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and or in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; , provided, however, that in no event shall any indemnity under this Section 3.2 4.2 payable by the Purchasers and any a Holder exceed an the amount equal to by which the net proceeds actually received by such Holder in respect from the sale of the Registrable Securities sold pursuant included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to the registration statementpay by reason of such untrue or alleged untrue statement or omission or alleged omission or violation. The indemnity agreement contained in this Section 3.2 4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, -------------------------- each Holder will, if participating holder of Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally will indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeeseach of its officers who has signed the registration statement, each Person person, if any, who controls the Company within the meaning of Section 15 of the Securities Act Act, and each agent and any underwriter for the Company (collectively, within the “Holder Indemnified Parties”), meaning of the Act) against all Losses claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of or a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” statement relating to the Registrable Securities (or other document, in each case any related to such registration statement, notification or any amendment the like) or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse the Company and each of the Holder Indemnified Parties such director, officer or controlling person for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigatinginvestigating or defending any such claim, defending orloss, subject damage, liability or action and will enter into an indemnification agreement with the Company and each such person containing customary provisions, including provisions for contribution, as the Company or each such person shall reasonably request; provided, however, that no holder of Registrable Securities will be liable in any such case except to the last sentence of this Section 3.2, settling extent that any such Losses claim, loss, damage or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such liability arises out of or is based on any untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance based upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives holder and stated to be specifically for use therein; and provided, further, that no holder of Registrable Securities will be liable under this section for any losses, costs, damages or expenses exceeding in aggregate the proceeds to such holder in such offering; and, provided further, however, that in no event shall any the indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 5.8 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action (if such settlement is effected without the prior written consent of the applicable Holder (such holder, which consent shall will not be unreasonably withheld or delayedwithheld).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securitiesjointly, the Company, each of its directors, officers, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each underwriter, if any, of the Company’s securities covered by such a registration, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other Holder and each of such other Holder’s officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, employees and each Person who controls controlling such Holder or any of the Company foregoing within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case related to such registration statement, or any amendment or supplement theretothereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by such Holder of, or any rule or regulation promulgated under the Securities Act, Exchange Act or state securities law applicable to such Holder, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; , provided, however, that in no event shall any indemnity under this Section 3.2 4.2 payable by the Purchasers and any a Holder exceed an the amount equal to by which the net proceeds actually received by such Holder in respect from the sale of the Registrable Securities sold pursuant included in such registration exceeds the amount of any other losses, expenses, settlements, damages, claims and liabilities that such Holder has been required to the registration statementpay by reason of such untrue statement or alleged untrue statement or omission or alleged omission or violation. The indemnity agreement contained in this Section 3.2 4.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed), nor shall the Holder be liable for any such loss, claim, damage, liability or action where such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and the Company or the underwriters failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable SecuritiesHolders, the Company, each of its officersrepresentatives, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by any of the Purchasers and any Holder exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in respect of the sale of the Registrable Securities sold pursuant giving rise to the registration statementsuch indemnification obligation. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability Losses or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable SecuritiesHolders, the Company, each of its officersrepresentatives, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds (after deducting Selling Expenses) actually received by such Holder in respect of the sale of the Registrable Securities sold pursuant to the applicable registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability Losses or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld withheld, conditioned or delayed).

Indemnification by Holders. To the fullest extent permitted by applicable law, each Holder will, if of Registrable Securities held by such Holder that are included in a registration statement pursuant to the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally provisions hereof will indemnify and not jointly with any other Holders of Registrable Securities, hold harmless the Company, each of its directors and officers, directorseach Person, partnersif any, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectivelyAct, the “any other Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related selling securities pursuant to such registration statement, any controlling Person of any such selling Holder, any underwriter and any controlling Person of any such underwriter (including any broker or dealer through whom such of the shares may be sold) (each, an “Indemnitee”) from and against, and will reimburse any Indemnitee with respect to, any and all Losses to which such Indemnitee may become subject under the Securities Act, state securities laws or otherwise, and the Company will pay to each such Holder, underwriter or controlling person any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such Losses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based on any upon the omission (or the alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was so made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; in the preparation thereof, and provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 2.7(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action such Loss if such settlement is effected without the prior written consent of the applicable Holder (indemnifying Holder, which consent shall not be unreasonably withheld withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus shall not inure to the benefit of the Company on account of any Loss whatsoever arising from the sale of any Registrable Securities by the Holder to any person if (A) a copy of the final prospectus (as amended or delayedsupplemented if such amendments or supplements shall have been furnished to such Holder prior to the confirmation of the sale involved) shall not have been sent or given by or on behalf of such Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid); provided, further that the obligations of such Holders under this Section 2.7(b) shall be limited to an amount equal to the net proceeds to each such Holder of Registrable Securities sold as contemplated herein, unless such claim, loss, damage, liability or action resulted from such Holder’s fraudulent misconduct.

Indemnification by Holders. To Each Holder of Qualified Registrable Securities participating in any registration hereunder shall indemnify and hold harmless, to the fullest extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each other Holder of its Qualified Registrable Securities participating in such registration, and their respective directors, officers, directorsemployees and agents, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company or each such other Holder (within the meaning of Section 15 of the Securities Act Act) (collectively, the “Holder Company Indemnified Parties”), ) against all Losses losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of counsel and any amounts paid in settlement effected with such indemnifying Holder’s consent, which consent shall not be unreasonably withheld) to which any Company Indemnified Party may become subject under the Securities Act, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) to the extent arising out of or based on are caused by (1) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” statement in which such Holder’s Qualified Registrable Securities were included or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or amended or supplemented prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case misleading to the extent, but only to the extent, in the cases described in clauses (1) and (2), that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in any information furnished in writing by such Holder relating to such Holder expressly for use in connection with such registration and if the Company does not know, at the time such information is included in the registration statement, prospectus, offering circularpreliminary prospectus, “issuer free writing prospectus” amendment or other document in reliance upon and in conformity with written supplement, that such information regarding such Holder furnished to the Company is false or misleading, (3) any violation by such Holder of any federal, state or its authorized representatives common law, rule or regulation applicable to such Holder and stated relating to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received action of or inaction by such Holder in connection with any such registration, and (4) with respect to any preliminary prospectus, the fact that such Holder sold Qualified Registrable Securities to a person to whom there was not sent or given, at or before the written confirmation of such sale, a copy of the Registrable Securities sold pursuant prospectus (excluding documents incorporated by reference) or of the prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Holder in compliance with Section 4 and the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if expense of such settlement is effected without Company Indemnified Party results from an untrue statement or omission of a material fact contained in such preliminary prospectus which was corrected in the prior written consent prospectus (or the prospectus as amended or supplemented); provided, however, that the aggregate amount which any such Holder shall be required to pay pursuant to this Section 6.2 shall be limited to the dollar amount of proceeds received by such Holder upon the sale of the Qualified Registrable Securities and other securities of the Company (after deducting any underwriting commissions, discounts and transfer taxes applicable Holder thereto) pursuant to the registration statement giving rise to such claim. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Parties (which consent except as provided above) and shall not be unreasonably withheld or delayed)survive the transfer of such securities by such Holder.

Indemnification by Holders. To the extent permitted by applicable lawLaw, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesRepresentatives, each Person who controls the Company or such Underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, final prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.22.09, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 2.09(b) payable by the Purchasers and any Holder exceed an amount equal to the net proceeds (after payment of Selling Expenses) received by each such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 2.09(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, -------------------------- agrees to indemnify and hold harmless the Company, each of its directors, officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, representatives and agents (including each Person officer of the Company who signed the Registration Statement), and each Person, if any, who controls the Company Company, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against (collectivelyi) any and all loss, the “Holder Indemnified Parties”)liability, against all Losses (or actions in respect thereof) to the extent claim, damage and expenses whatsoever, as incurred, arising out of (A) any violation by the Holders of the Securities Act or based on applicable state securities laws in connection with the offering and (B) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, Registration Statement (or any amendment or supplement thereto) pursuant to which Registrable Shares were registered under the Securities Act, including all documents incorporated therein by reference, or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading; (ii) from and against any and all loss, and will reimburse each liability, claim and, damage whatsoever, as incurred, to the extent of the Holder Indemnified Parties for aggregate amount paid in settlement of any litigation, or investigation or Proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, if such settlement is effected with the written consent of such Holder, which consent shall not be unreasonably withheld; and (iii) from and against any and all expense reasonably incurred (including reasonable fees and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred disbursements of one firm of attorneys), in connection with investigating, preparing or defending oragainst any litigation, subject to the last sentence of this Section 3.2or investigation or Proceeding by any governmental agency or body, settling any such Losses commenced or action, as such expenses are incurredthreatened, in each case to the extentwhether or not a party, but only to the extent, that or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; but only with respect to such untrue statements or omissions, or alleged untrue statementstatements or omissions, made in a Registration Statement (or any amendment thereto) or omission any Prospectus (or alleged omissionany amendment or supplement thereto) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company in writing by such Holder or its authorized representatives and stated to be specifically expressly for use therein; providedin such Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto), howeverand provided further, that in no event Holder shall any indemnity be liable under this Section 3.2 payable by the Purchasers and 6(b) for -------- ------- any Holder exceed an amount equal to in excess of the net proceeds received by such Holder in respect from the sale of the such Holder's Registrable Securities sold Shares pursuant to a Registration Statement or a Prospectus, as the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)case may be.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally jointly and not jointly with any other Holders of Registrable Securitiesseverally, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesrepresentatives, each Person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically in connection with such registration expressly for use therein; provided, however, that in no event shall any indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statementstatement or prospectus. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Companywill indemnify Parent, each of its directors and officers, directorseach underwriter, partners, members, managers, shareholders, each of Parent's legal counsel and independent accountants, attorneys, agents and employees, each Person person who controls the Company Parent or any of such persons within the meaning of Section 15 of the Securities Act (collectivelyAct, the “and each other Holder Indemnified Parties”)and each affiliate of such other Holder, against all Losses claims, losses, damages and liabilities (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, final prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, incident to any offering registered pursuant to this Declaration or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties Parent, such other Holders, such directors, officers, underwriters, legal counsel, independent accountants or control persons for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, final prospectus, offering circularor any amendment or supplement thereto, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company Parent by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that in no event the obligations of each Holder hereunder shall any indemnity under this Section 3.2 payable by the Purchasers be several and any Holder exceed not joint and shall be limited to an amount equal to the net respective gross proceeds received (before expenses and commissions) from the sale of Registrable Securities by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)as contemplated herein.

Indemnification by Holders. To the extent permitted by applicable law, each Each Holder will, if of Registrable Securities held by such Holder are included in the securities as registered under any Registration Statement filed pursuant to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnifythis Agreement shall, severally and not jointly with any other Holders of Registrable Securitiesjointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, each of its directors, officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and agents, and each Person person who controls the Company (within the meaning of Section 15 of the Securities Act Act) (collectively, the “Holder Company Indemnified Parties”), ) against all Losses to which any Company Indemnified Party may become subject under the Securities Act, the Exchange Act, any other federal law, any state or common law, or otherwise, insofar as such Losses (or actions Proceedings, whether commenced or threatened, in respect thereof) to the extent arising out of or based on are caused by (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” Registration Statement in which such Holder’s Registrable Securities were included or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final, or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the SEC any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading, and will reimburse each of in the Holder Indemnified Parties for any reasonable cases described in clauses (a) and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence (b) of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made contained in such registration statement, prospectus, offering circular, “issuer free any information furnished in writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder relating to such Holder for use in the preparation of the documents described in such clauses (a) and (b), (c) any violation by such holder of the Securities Act, the Exchange Act, any state securities law, or its authorized representatives any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws, and stated (d) with respect to any preliminary Prospectus, the fact that such Holder sold Registrable Securities to a person to whom there was not timely sent or given a copy of the Prospectus (excluding the documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if a Prospectus is required to be specifically for use therein; provided, however, that delivered pursuant to Rule 172 under the Securities Act and the Company has previously furnished copies thereof to such Holder in compliance with this Agreement and the Loss of such Company Indemnified Party results from an untrue statement or omission of a material fact relating to information provided by such Holder contained in such preliminary prospectus which was corrected in the Prospectus (or the Prospectus as amended or supplemented). Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of Company Indemnified Parties and shall survive the transfer of such securities by such Holder. In no event shall any indemnity under this Section 3.2 payable by the Purchasers and liability of any Holder exceed an hereunder be greater in amount equal to than the dollar amount of the net proceeds received by such Holder in respect upon the sale of the Registrable Securities sold pursuant giving rise to such indemnification obligation, except in the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement case of any loss, claim, damage, liability or action if fraud by such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)Holder.

Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnifyEach Holder, severally and not jointly with any other Holders of Registrable Securitiesjointly, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents will indemnify and employees, each Person who controls hold harmless the Company within against any losses, claims, damages or liabilities to which the meaning of Section 15 of the Securities Act (collectivelyCompany may become subject, the “Holder Indemnified Parties”)insofar as such losses, against all Losses claims, damages or liabilities (or actions in respect thereof) to the extent arising arise out of or are based on any upon an untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” Registration Statement (or other document, in each case related to such registration statement, any amendment thereof) or any amendment preliminary prospectus or supplement the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto, ) or arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document therein in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be on behalf of any Holder, specifically for use thereinin the preparation thereof; provided, however, that in no event shall and will reimburse the Company for any indemnity under this Section 3.2 payable legal or other expenses reasonably incurred by the Purchasers and Company in connection with investigating or defending against any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without action. In no event shall the prior written consent liability of any Holder hereunder be greater in dollar amount than the dollar amount of the applicable proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such indemnification obligation. In connection with any underwritten offering pursuant to Section 8, each Holder will also indemnify the underwriters, if any, their officers and directors and each person who controls such underwriters (which consent shall not be unreasonably withheld or delayed).within the meaning of the Securities Act and the Exchange Act) to the same extent as provided herein with respect to the indemnification of the Company, if requested in connection with the Registration Statement

Indemnification by Holders. To the extent permitted by applicable law, each Holder Holders will, if Registrable Securities held by or issuable to such Holder Holders are included in the securities as to which registration or such registration, qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the Companyindemnify GVI, each of its directors and officers, directorseach underwriter, partnersif any, membersof GVI's securities covered by such registration statement, managers, shareholders, accountants, attorneys, agents and employees, each Person person who controls the Company GVI within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses claims, losses, damages, costs, expenses and liabilities whatsoever (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” circular or other document, in each case similar document (including any related to such registration statement, notification or the like) incident to any amendment such registration, qualification or supplement theretocompliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in under which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties GVI, such directors, officers, persons or underwriters for any reasonable and documented out-of-pocket legal expenses and or any other reasonable and documented out-of-pocket expenses actually reasonably incurred in connection with investigating, investigating or defending or, subject to the last sentence of this Section 3.2, settling any such Losses claim, loss, damage, costs, expense, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” circular or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company GVI by such Holder or its authorized representatives an instrument duly executed by Holders and stated to be specifically for use therein or furnished by any Holder to GVI in response to a request by GVI stating specifically that such information will be used by GVI therein; , provided, however, that the foregoing indemnity agreement is subject to the condition that in no the event an underwritten public offering is involved, such indemnity agreement shall not inure to the benefit of GVI or any indemnity underwriter insofar as it relates to any such untrue statements (or alleged untrue statements) or omission (or alleged omission) made in the preliminary prospectus or prospectus but eliminated or remedied in the Final Prospectus, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. The liability of Holders under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal 9(b) shall be limited to the amount of net proceeds received by such Holder in respect them for the sale of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any losssuch registration, claim, damage, liability qualification or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed)compliance.

Indemnification by Holders. To the fullest extent permitted by applicable law, each Participating Holder willwill indemnify and hold harmless the Company (such Participating Holder so indemnifying, if Registrable Securities held by such Holder are included in the securities to be known as to which registration or qualification or compliance under applicable an “blue sky” laws is being effected, indemnify, severally and not jointly with any other Holders of Registrable Securities, the CompanyIndemnifying Holder”), each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeeseach of its officers who has signed the subject registration statement, each Person Person, if any, who controls the Company within the meaning of Section 15 the Securities Act, any other Participating Holder selling securities pursuant to such registration statement, any controlling Person of any such Participating Holder, any underwriter and any controlling Person of any such underwriter (including any broker or dealer through whom such of the Securities Act shares may be sold) (collectivelyeach, the an “Holder Indemnified PartiesIndemnitee”)) from and against, against and will reimburse any Indemnitee with respect to, any and all Losses (to which such Indemnitee may become subject under the Securities Act, state securities laws or actions otherwise, and the Indemnifying Holder will pay to each Indemnitee any legal or other costs or expenses reasonably incurred by such person in respect thereof) to the extent arising out of connection with investigating or based on defending any such Loss, insofar as such Losses are caused by any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statement, prospectus, preliminary prospectus, offering circular, any prospectus contained therein or any amendment or supplement thereto (including any “issuer free writing prospectus” as defined in Rule 433 of the Securities Act or other document, in each case related to such registration statementoffering circular), or any amendment arise out of or supplement thereto, are based upon the omission or based on any the alleged omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) statement or omission (or alleged omission) is omission was so made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Indemnifying Holder or its authorized representatives and stated to be specifically for use therein; in the preparation thereof, and provided, however, that in no event shall any the indemnity under this Section 3.2 payable by the Purchasers and any Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 SECTION 5.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action such Loss if such settlement is effected without the prior written consent of the applicable Holder (Indemnifying Holder, which consent shall not be unreasonably withheld withheld; provided, however, that such Indemnifying Holder shall not, without approval of each party being indemnified pursuant to this SECTION 5.2, which approval shall not be unreasonably withheld, consent to entry of any judgment or delayedenter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability with respect to such claim or litigation; and provided further, that the foregoing indemnity obligation with respect to any preliminary prospectus shall not inure to the benefit of the Company on account of any Loss whatsoever arising from the sale of any Registrable Common by a Participating Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such amendments or supplements shall have been furnished to such Participating Holder prior to the confirmation of the sale involved) shall not have been sent or given by the Company on behalf of such Participating Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid); provided, further that the obligations of each Participating Holder under this SECTION 5.2 shall be limited to an amount equal to the proceeds to such Participating Holder as contemplated herein, unless such Loss resulted from such Participating Holder’s actual fraud in connection with such registration.