Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event Each selling holder of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, agrees (severally and not jointly, ) to indemnify and hold harmless (in the same manner and harmless, to the same full extent as set forth in Section 7.1 hereof) permitted by law, the CompanyIssuer, each director its directors and officer of the Company officers and each other Person, if any, Person who controls the Company Issuer (within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), Act) from and against any Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) resulting from any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein, therein (in the case of the a Prospectus and any or preliminary Prospectus Prospectus, in light of the circumstances under which they were made) not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made had been contained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement . This indemnity shall be in reliance upon addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and in conformity with written information furnished to the Company effect regardless of any investigation made by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to than the net dollar amount of the proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from holder under the sale of such Holder’s the Registrable Securities pursuant giving rise to such registrationindemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, 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 Issuer.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Holder shall, severally (and not jointly, ) agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personof its Affiliates, if anydirectors, employees, members, managers and agents and each Person who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under either the Securities Act or otherwisethe Exchange Act, to the fullest extent that permitted by applicable Law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedings1) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any a Registration Statement as originally filed or in which Registrable Securities were included for registration under the Securities Actany amendment thereof, or any preliminary Prospectus in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement (Statement, or in any amendment thereof or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each caseto the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with arises from any written information relating to such Holder furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder specifically for inclusion therein or (2) are caused by such Holder’s behalf, specifically for inclusion, respectively, failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus (in each case including any amendments or supplements to thereto) if such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees documents are required to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredbe delivered under applicable Law; provided, however, that a Holder’s aggregate liability under the total amount to be indemnified by such Holder pursuant to this Agreement Section 5(h)(ii) shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount underwriters’ discounts and expensescommissions) received by such Holder from in the sale offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, such Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Holder’s Registrable Securities pursuant Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such registrationHolder may otherwise have.

Indemnification by the Holders. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this AgreementSection 2(b) hereof, each that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder shallof such Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each all other Person, if any, who controls the Company within the meaning holders of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Registrable Securities, against Losses any losses, claims, damages or liabilities to which the Company or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or summary prospectus contained therein or furnished by the Company to any final Prospectus included in such Registration Statement (Electing Holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇Electing Holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such the Company Indemnified Person for any legal or other expenses reasonably incurred by it the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallEach Holder, severally and not jointly, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act (each or other federal or state securities law insofar as such Person being sometimes referred to as a “Company Indemnified Person”)losses, against Losses to which the Company claims, damages, or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses liabilities (or related actions or proceedingsin respect thereto) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for or omission or alleged omission from such registration under the Securities Actstatement, or any preliminary Prospectus prospectus, final prospectus or any final Prospectus included in such Registration Statement (summary prospectus contained therein, or any amendment or supplement to thereto, if such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such ▇▇▇▇▇▇, or on Holder specifically stating that it is for use in the preparation of such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statementregistration statement, preliminary Prospectusprospectus, final Prospectusprospectus, summary prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a the indemnity agreement contained in this Section 3.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder’s , which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate liability under this Agreement shall be limited to an amount equal to the net gross proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In To the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, each Holder shallwill, severally and not jointlyif Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director all other Holders or any prospective underwriter, as the case may be, and officer any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified PersonParties”), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise all Claims and expenses arising out of or are based upon on: (Ai) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for a registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement statement (or any amendment or supplement to such Registration Statement or Prospectusthereto), including all documents incorporated therein by reference, or (B) any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements thereintherein not misleading, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made, (ii) not misleadingany untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, 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 was omission) is made in such Registration Statementregistration statement, preliminary Prospectus, final Prospectus, amendment or supplement Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud by such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and the liability of each selling Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement of Registrable Securities hereunder shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such selling Holder from the sale of such Holder’s Registrable Securities pursuant to covered by such registrationregistration statement.

Indemnification by the Holders. In the event of connection with any registration of Registration Statement in which any Registrable Securities under the Securities Act Holder is participating pursuant to this AgreementSECTION 2.1, SECTION 2.2 or SECTION 2.5 hereof, each Holder shall, severally shall promptly furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not jointly, materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading. Each Holder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of its partners, directors, officers, Affiliates, any underwriter retained by the Company and each other Person, if any, Person who controls the Company or such underwriter (within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under Section 15 of the Securities Act or otherwise, to Section 20 of the extent that such Losses (or related actions or proceedingsExchange Act) arise from and against any and all Liabilities arising out of or are based upon (A) any untrue statement untrue, or alleged untrue allegedly untrue, statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under Statement, prospectus or preliminary prospectus (as amended or supplemented if the Securities Act, Company shall have furnished any amendments or any preliminary Prospectus supplements thereto) or any final Prospectus included in such Registration Statement (arising out of or any amendment or supplement to such Registration Statement or Prospectus), or (B) based upon 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 (or in the case of the Prospectus and any preliminary Prospectus prospectus, in light of the circumstances under which they such statements were made) not misleading), in each case, but if and only to the extent that such untrue statement Liability arises out of or alleged is based upon any untrue statement or omission or alleged untrue statement or alleged omission was made contained in such Registration Statement, preliminary Prospectus, prospectus or final Prospectus, amendment or supplement prospectus in reliance upon and in conformity with written information concerning such Holder furnished in writing (including by email) by such Holder expressly for use therein and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Company by Person asserting such ▇▇▇▇▇▇loss, claim, damage, liability or on such Holder’s behalfexpense, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under the total amount to be indemnified by each Holder pursuant to this Agreement SECTION 2.11(b) shall be limited to an amount equal to such Holders’ pro rata portion of the net proceeds (after deducting the underwriter’s discount underwriters’ discounts and expensescommissions) received by such Holder from in the sale of such Holder’s Registrable Securities pursuant offering to such registrationwhich the Registration Statement or prospectus relates.

Indemnification by the Holders. In the event of connection with any registration of any Registrable Securities under the Securities Act pursuant to this AgreementRegistration Statement in which a Holder is participating, by such participation each Holder shall, agrees to severally and not jointlyjointly indemnify, indemnify and hold harmless (and defend, to the same extent and in the same manner and to the same extent as is set forth in Section 7.1 hereofsubsection (e)(i) above, the Company, each director and officer of its directors, each of its officers who signs a Registration Statement, each of the Company Company’s agents or representatives, and each other Personperson or entity, if any, who controls the Company within the meaning of the Securities Act and or the Exchange Act (each such Person being sometimes referred to as each, a “Company Indemnified Person”), against Losses any Claim or Indemnified Damages to which the Company or any such Persons of them may become subject subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such Losses (Claim or related actions or proceedings) arise out of or are based upon (A) Indemnified Damages arises directly from any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleadingViolation, in each casecase to the extent, and only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement Violation occurs in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, Holder specifically for inclusion, respectively, use in connection with such Registration Statement; and, preliminary Prospectussubject to subsection (e)(v) below, final Prospectus, amendment or supplement; and each such Holder agrees to will reimburse such Company Indemnified Person for any legal or other reasonable expenses reasonably incurred by it them in connection with investigating or defending any such action or claim as such expenses are incurredClaim; provided, however, that a the indemnity agreement contained in this subsection (e)(ii) and the agreement with respect to contribution set forth below shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder’s aggregate liability , which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this Agreement shall be limited to an subsection (e)(ii) for only that amount equal to of a Claim or Indemnified Damages as does not exceed the net proceeds (after deducting the underwriter’s discount and expenses) received by to such Holder from as a result of the sale of such Holder’s the Registrable Securities Shares pursuant to a Registration Statement giving rise to such registrationliability. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this subsection (e)(ii) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

Indemnification by the Holders. In the event of connection with any registration of statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities under of such Holder and to the Securities Act pursuant extent permitted by law agrees to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director its directors, officers and officer of the Company agents and each other Person, if any, Person who controls the Company (within the meaning of the Securities 1933 Act or the 1934 Act) the Company and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)any other Holder, against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwiselosses, to the extent that such Losses (or related actions or proceedings) arise claims, damages, liabilities and expenses arising out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the registration statement or prospectus or preliminary prospectus (in the case of the Prospectus and any prospectus or preliminary Prospectus prospectus, in light of the circumstances under which they were made) not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was is made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished to the Company in writing by such ▇▇▇▇▇▇, Holder expressly for use in the registration statement or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredprospectus; provided, however, that a Holder’s aggregate liability under this Agreement the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to an amount equal to the net proceeds amount (after deducting the underwriter’s discount underwriters’ discounts and expensescommissions) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by the applicable Holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) the beneficial ownership of Registrable Securities by such registrationHolder and its Affiliates and (b) the name and address of such Holder.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Holder shall, severally (and not jointly, ) agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personof its Affiliates, if anydirectors, employees, members, managers, agents and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent that permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any a Registration Statement in pursuant to which Registrable Securities were included for registration under the Securities Actregistered, or any Prospectus, preliminary prospectus, Issuer Free Writing Prospectus or any final Holder Free Writing Prospectus included in any such Registration Statement (Statement, or in any amendment thereof or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the any Prospectus, preliminary prospectus, Issuer Free Writing Prospectus and any preliminary Prospectus or Holder Free Writing prospectus, in light of the circumstances under which they were made) , to make the statements therein not misleading, in each caseto the extent, but only to the extent (except with respect to a Holder Free Writing Prospectus), that any such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with any written information furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalf, Holder specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredinclusion therein; provided, however, that a Holder’s aggregate liability under the total amount to be indemnified by such Holder pursuant to this Agreement Section 9(b) shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount underwriters’ discounts and expensescommissions) received by such Holder from in the sale offering to which such Registration Statement, Prospectus, preliminary prospectus or Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Holder’s Registrable Securities pursuant Registration Statement or the use of the Prospectus, preliminary prospectus or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such registrationHolder may otherwise have.

Indemnification by the Holders. In the event of connection with any registration of any Registrable Securities under the Securities Act pursuant to this AgreementRegistration Statement in which there are Participating Holders, each such Participating Holder shallshall 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 shall indemnify, severally and not jointly, indemnify and hold harmless (in the same manner and to the same fullest extent as set forth in Section 7.1 hereof) permitted by law, the Company, each director and officer of the Company its Affiliates and each other Person, if any, Person who controls the Company (within the meaning of the Securities Act Act) and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)their respective officers and directors against all losses, against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwiseclaims, to the extent that such Losses (or related actions or proceedings) arise damages, liabilities and expenses arising out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any the Registration Statement in which Registrable Securities were included for registration under the Securities ActStatement, Prospectus or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment thereof or supplement to such Registration Statement thereto or Prospectus), or (B) 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 the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each case, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was the same are made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by such ▇▇▇▇▇▇, Holder expressly for use therein or on caused by such Holder’s behalf, specifically for inclusion, respectively, in failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement, preliminary Prospectus, final Prospectus, amendment Statement or supplement; and each Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurreda sufficient number of copies of the same; provided, however, that a Holder’s aggregate the liability under this Agreement of each such Holder shall be in proportion to and limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) amount received by such Holder from the sale of such Holder’s Registrable Registerable Securities pursuant to such registrationRegistration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Electing Holder shallagrees, severally and not jointly, to: (i) indemnify and hold harmless the Company (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer for purposes of the Company and each other PersonSection 6, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against any Losses to which the Company or any such Persons may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses (or related actions or proceedings) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or free writing prospectus contained therein or furnished by the Company to any final Prospectus included in such Registration Statement (Electing Holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that (A) such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in full conformity with written information furnished to the Company by such ▇▇▇▇▇▇, Electing Holder expressly for use therein and (B) such Electing Holder had a reasonable opportunity to review the relevant registration statement or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectuspreliminary, final Prospectus, or free writing prospectus contained therein or amendment or supplementsupplement thereto prior to its filing and failed to correct such statement or omission; and each Holder agrees to (ii) reimburse such the Company Indemnified Person for any legal or other expenses reasonably incurred by it the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall be limited to an Section 6(b) for any amounts in excess of the dollar amount equal to of the net proceeds (after deducting the underwriter’s discount and expenses) actually received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In Each Holder agrees, as a consequence of the event inclusion of any registration of any its Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallin a Registration Statement, severally and not jointly, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each its directors (including any person who, with his or her consent, is named in the Registration Statement as a director and officer nominee of the Company Company), its officers and each other Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act (each such Person being sometimes referred to as a “Company "Holder Indemnified Person”"), against Losses any losses, claims, damages or liabilities to which the Company or any such Persons Holder Indemnified Person may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), Prospectus or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) , in the case of the Prospectus), not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in by such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement Holder in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇holder expressly for use therein; provided, or on however, that no Holder shall be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Holder’s behalfHolder in respect of shares sold by it, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each (ii) reimburse the Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under in any registration statement to which Article II applies, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities Act pursuant or any underwriter to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof3.1) the Company, each director its directors, officers, affiliates, employees, representatives, agents, and officer of the Company and each other Personcontrolling Persons (each, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified PersonParty,” and collectively, the “Company Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties” and each individually an “Indemnified Party”), against Losses ) with respect to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of in or omission or alleged omission from such registration statement, any material fact preliminary, final or supplemental prospectus contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Acttherein, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus)supplement, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case, only to the extent that if such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such ▇▇▇▇▇▇seller or underwriter respectively, specifically stating that it is for use in the preparation of such registration statement, preliminary, final, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, supplemental prospectus or amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for , or a document incorporated by reference into any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredof the foregoing; provided, however, that a Holder’s aggregate the indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability under this Agreement or action if such settlement is effected without the consent of such seller (which consent shall not be limited to an amount equal to unreasonably withheld or delayed). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the net proceeds (after deducting Company or any of the underwriter’s discount prospective sellers, or any of their respective affiliates, directors, officers, or controlling Persons and expenses) received shall survive the transfer of such securities by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of any Each Holder will, if Registrable Securities under held by such Holder are included in the Securities Act pursuant securities as to this Agreementwhich such registration, each Holder shall, severally and not jointlyqualification or compliance is being effected, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personof its officers, if anydirectors, legal counsel and accountants, and each person who controls the Company within the meaning of Section 15 of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Act, against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwiseall claims, to the extent that such Losses losses, damages and liabilities (or related actions or proceedingsin respect thereof) arise arising out of or are based upon (A) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, prospectus, offering circular or other document, or any preliminary Prospectus or any final Prospectus included in such Registration Statement omission (or any amendment or supplement to such Registration Statement or Prospectus), or (Balleged omission) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, or any violation by the Holder of any rule or regulation promulgated under the Act or any state securities laws applicable to the Holder and relating to action or inaction required by the Holder in connection with any such registration, qualification or compliance, and will reimburse each such indemnified person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each casecase to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement or omission or alleged omission was omission) is made in such Registration Statementregistration statement, preliminary Prospectusprospectus, final Prospectus, amendment offering circular or supplement other document in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, an instrument duly executed by or on behalf of such Holder’s behalf, Holder and stated to be specifically for inclusionuse therein. Each Holder shall also indemnify and hold harmless any underwriter of the Registrable Securities, respectivelytheir officers, in such Registration Statementdirectors, preliminary Prospectuspartners, final Prospectus, amendment or supplement; members and agents and each Holder agrees to reimburse person who controls such underwriters on substantially the same basis as that of the indemnification of the Company Indemnified Person for any legal or other expenses reasonably incurred by it provided in connection with investigating or defending any such action or claim as such expenses are incurredthis Section 4.2; provided, however, that a Holder’s aggregate liability in no event shall any indemnity obligation under this Agreement shall be limited to an Section 4.2 exceed the dollar amount equal to of the net proceeds (after deducting the underwriter’s discount and expenses) actually received by such Holder from the sale of such Holder’s Registrable Securities pursuant which gave rise to such registrationindemnification obligations under such registration statement or prospectus.

Indemnification by the Holders. In the event of any registration of any Each Holder will, if Registrable Securities under held by or issuable to such Holder are included in the Securities Act pursuant securities to this Agreement, each Holder shall, severally and not jointlywhich a registration is being effected, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director of its directors and officer of the Company officers and each other Person, if any, person who controls the Company within the meaning of the Securities Act Act, and the Exchange Act (each other Holder, each of such Person being sometimes referred to as a “Company Indemnified Person”)other Holder’s officers and directors and each person controlling such other Holder, against Losses to which the Company or all claims, losses, damages, costs, expenses and liabilities of any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses nature whatsoever (or related actions or proceedingsin respect thereof) arise arising out of or are based upon (A) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus)that prospectus incident to any such registration, or (B) arising out of or based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company any violation by such ▇▇▇▇▇▇Holder of the Securities Act or any state securities law or of any rule or regulation promulgated under the Securities Act or any state securities law applicable to such Holder and relating to action or inaction required of such Holder in connection with any such registration, or on and will reimburse the Company, such Holder’s behalfother Holders, specifically for inclusionand such directors, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; officers and each Holder agrees to reimburse such Company Indemnified Person other persons for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action claim, loss, damage, cost, expense, liability or claim as such expenses are incurred; providedaction, howeverin 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 or prospectus in reliance upon and in conformity with information furnished to the Company by such indemnifying Holder and stated to be specifically for use therein, except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the Final Prospectus, such indemnity agreement shall not inure to the benefit of the Company or any Holder if a Holder’s aggregate copy of the Final Prospectus was furnished to the person or entity asserting the claim, loss, damage, cost, expense, liability or action at or prior to the time such action was required by the Securities Act. The liability of any indemnifying Holder under this Agreement Section 3.4(b) shall be limited in respect of any Registration Statement to an amount equal to the net aggregate proceeds (after deducting received in respect of the underwriter’s discount and expenses) received Registrable Securities sold by such Holder from the sale of under such Holder’s Registrable Securities pursuant to such registrationRegistration Statement.

Indemnification by the Holders. In the event Each holder of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallSecurities, severally and not jointly, will (i) indemnify and hold harmless (in the same manner Issuers, the Guarantors, and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer all other holders of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Registrable Securities, against Losses any losses, claims, damages or liabilities to which the Company Issuers, the Guarantors or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or summary prospectus (including, without limitation, any final Prospectus included “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such Registration Statement (Electing Holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company Issuers by such ▇▇▇▇▇▇Electing Holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such Company Indemnified Person the Issuers and the Guarantors for any legal or other expenses reasonably incurred by it the Issuers and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Holder shall, severally (and not jointly, ) agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personof its Affiliates, if anydirectors, employees, members, managers and agents and each Person who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under either the Securities Act or otherwisethe Exchange Act, to the fullest extent that permitted by applicable law, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject insofar as such Losses (losses, claims, damages or related actions or proceedings) liabilities arise out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any a Registration Statement as originally filed or in which Registrable Securities were included for registration under the Securities Actany amendment thereof, or any preliminary Prospectus in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement (Statement, or in any amendment thereof or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each caseto the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalf, Holder specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredinclusion therein; provided, however, that a Holder’s aggregate liability under the total amount to be indemnified by such Holder pursuant to this Agreement Section 9(b) shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount underwriters’ discounts and expensescommissions) received by such Holder from in the sale offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Holder’s Registrable Securities pursuant Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such registrationHolder may otherwise have.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Holder shall, severally (and not jointly, ) agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personof its Affiliates, if anydirectors, employees, members, managers, agents and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act), and any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent that permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in pursuant to which Registrable Securities were included for registration under the Securities Actregistered, or any Prospectus, preliminary Prospectus or any final prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement (Statement, or in any amendment thereof or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any Prospectus, preliminary Prospectus prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made) , to make the statements therein not misleading, in each caseto the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with any written information furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalf, Holder specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredinclusion therein; provided, however, that a Holder’s aggregate liability under the maximum amount to be indemnified by such Holder pursuant to this Agreement Section 10(b) shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount underwriters’ discounts and expensescommissions) received by such Holder from in the sale Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Holder’s Registrable Securities pursuant Registration Statement or the use of the Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such registrationHolder may otherwise have.

Indemnification by the Holders. In Each Holder agrees, as a consequence of the event inclusion of any registration of any its Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallin a Registration Statement, severally and not jointly, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each its directors (including any person who, with his or her consent, is named in the Registration Statement as a director and officer nominee of the Company Company), its officers and each other Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act (each such Person being sometimes referred to as a “Company Holder Indemnified Person”), against Losses any losses, claims, damages or liabilities to which the Company or any such Persons Holder Indemnified Person may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), Prospectus or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) , in the case of the Prospectus), not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in by such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement Holder in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇holder expressly for use therein; provided, or on however, that no Holder shall be liable under this Section 6(b) for any amount in excess of the gross proceeds paid to such Holder’s behalfHolder in respect of shares sold by it, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each (ii) reimburse the Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this AgreementSection 2(b) hereof, each that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder shallof such Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director the Guarantors, and officer of the Company and each all other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Electing Holders, against Losses any losses, claims, damages or liabilities to which the Company Company, the Guarantors, or any such Persons other Electing Holders may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or summary prospectus contained therein or furnished by the Company to any final Prospectus included in such Registration Statement (Electing Holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇Electing Holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such the Company Indemnified Person and the Guarantors for any legal or other expenses reasonably incurred by it the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall be limited to an Section 5(b) for any amounts in excess of the dollar amount equal to of the net proceeds (after deducting the underwriter’s discount and expenses) received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event Each selling Holder of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, agrees (severally and not jointly, ) to indemnify and hold harmless (in the same manner and harmless, to the same full extent as set forth in Section 7.1 hereof) permitted by law, the Company, each director its directors, officers and officer of the Company partners, and each other Person, if any, Person who controls the Company (within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”Act), against Losses to which and each other selling Holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the Company or any such Persons may become subject under meaning of the Securities Act or otherwisethe Exchange Act) such Person, to the extent that such from and against any Losses resulting from (or related actions or proceedings) arise out of or are based upon (Ai) any untrue statement or alleged allegedly untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein, therein (in the case of the a Prospectus and any or preliminary Prospectus Prospectus, in light of the circumstances under which they were made) not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, and (ii) any misstatement in or omission from any representation or warranty, or any breach of covenant or agreement, in each case made or deemed made by such Holder in any underwriting or similar agreement entered by into by such Holder in connection with the particular registration. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, 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 Company. The liability of any Holder for indemnification under this Section 2.7 in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement held by such Investor, and (ii) the amount equal to the net proceeds to such Holder of the securities sold in any such registration; provided that no selling holder shall be required to indemnify any Person against any Losses arising from any untrue statement or alleged untrue statement of a material fact contained in, or omission or alleged omission was made of a material fact from, a preliminary Prospectus (or necessary to make the statements therein not misleading) that has been corrected in such the form of Prospectus included in the Registration StatementStatement at the time it becomes effective, preliminary Prospectus, final Prospectus, or any amendment or supplement in reliance upon and in conformity thereto filed with written information furnished the SEC pursuant to Rule 424(b) under the Securities Act prior to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the time of sale of such Holder’s Registrable Securities pursuant that gives rise to such registrationLosses.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallEach Holder, severally and not jointly, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act Act, any underwriter, any other Holder selling securities in such registration statement and any officer, director, legal counsel or accountant or controlling person of any such Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act (each or other federal or state securities law insofar as such Person being sometimes referred to as a “Company Indemnified Person”)losses, against Losses to which the Company claims, damages, or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses liabilities (or related actions or proceedingsin respect thereto) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for or omission or alleged omission from such registration under the Securities Actstatement, or any preliminary Prospectus prospectus, final prospectus or any final Prospectus included in such Registration Statement (summary prospectus contained therein, or any amendment or supplement to thereto, if such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such ▇▇▇▇▇▇, or on Holder specifically stating that it is for use in the preparation of such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statementregistration statement, preliminary Prospectusprospectus, final Prospectusprospectus, summary prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a the indemnity agreement contained in this Section 3.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder’s , which consent shall not be unreasonably withheld. The maximum liability of each Holder for any such indemnification shall not exceed the amount of aggregate liability under this Agreement shall be limited to an amount equal to the net gross proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of his/its Registrable Securities, except in the case of willful fraud. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event Each holder of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallSecurities, severally and not jointly, will (i) indemnify and hold harmless (in the same manner Issuers and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer all other holders of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Registrable Securities, against Losses any losses, claims, damages or liabilities to which the Company Issuers or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or summary prospectus (including, without limitation, any final Prospectus included “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuers to any such Registration Statement (Electing Holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company Issuers by such ▇▇▇▇▇▇Electing Holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such Company Indemnified Person the Issuers for any legal or other expenses reasonably incurred by it the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Holder shallagrees, severally and not jointly, to indemnify and hold harmless (in the same manner and harmless, to the same fullest extent as set forth in Section 7.1 hereof) permitted by law the Company, each director its directors, officers, stockholders, employees, agents, attorneys, and officer of the Company investment advisers and each other Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Act, or is under common control with, or is controlled by, the Company, together with its Controlling Person”), from and against Losses all Damages to which the Company or and any such Controlling Persons may become subject under the Securities Act or otherwise, to the extent that insofar as such Losses Damages (or related actions or proceedingsproceedings in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in (or any amendment thereto) pursuant to which Registrable Securities were included for registration registered under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement Act (or any amendment or supplement to such Registration Statement or Prospectusincluding all documents incorporated therein by reference), or (B) caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus therein in light of the circumstances under which they were made) made not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in each caseany Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, to the extent, but only if and to the extent that such Damages arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made based upon information relating to such Holder furnished in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished writing to the Company by such ▇▇▇▇▇▇, Holder (or by a Person authorized to provide such information on behalf of such Holder’s behalf, specifically ) expressly for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredinclusion therein; provided, however, that (i) such selling Holder shall not be liable in any such case to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Registration Statement or Prospectus on the basis of corrected or supplemental information provided in writing by such selling Holder to the Company expressly for such purpose and (ii) the total amount for which a Holder’s aggregate liability under this Agreement Holder shall be limited to an amount equal to liable hereunder shall not in any event exceed the net aggregate proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to in such registration.

Indemnification by the Holders. In the event of connection with any registration of any Registrable Securities under the Securities Act pursuant to this AgreementShelf ------------------------------ Registration Statement in which a Holder is participating, each such Holder shallagrees, severally and not jointly, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director its directors and officer of the Company officers and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under either Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act from and against all Damages to the same extent as the foregoing indemnity from the Company to such Holder, but only to the extent that such Losses (or related actions or proceedings) Damages arise out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Shelf Registration Statement (or any amendment thereto) or Prospectus (or any amendment or supplement to such Registration Statement thereto) or Prospectus), or (B) are caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) , not misleading, in each case, only to the extent that such untrue statement or alleged which untrue statement or omission or alleged omission was made is based upon information relating to such Holder furnished in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished writing to the Company by such ▇▇▇▇▇▇, Holder expressly for use in any such Shelf Registration Statement (or on any amendment thereto) or any such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, Prospectus (or any amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredsupplement thereto); provided, however, that a Holder’s aggregate such Holder shall not be obligated to provide such -------- ------- indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement any such Shelf Registration Statement or Prospectus on the basis of corrected or supplemental information furnished in writing to the Company by such Holder expressly for such purpose. In no event shall the liability under this Agreement shall of any Holder of Registrable Securities hereunder be limited to an greater in amount equal to than the dollar amount of the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from upon the sale of such Holder’s the Registrable Securities pursuant giving rise to such registrationindemnification obligation.

Indemnification by the Holders. In the event Each Holder of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallSecurities, severally and not jointly, which Registrable Securities are included in a registration pursuant to the provisions of this Agreement, will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personperson, if any, who controls the Company within the meaning of the Securities Act Act, each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any person who controls the Exchange Act (underwriter and each of their successors from and against, and will reimburse the Company and such Person being sometimes referred to as a “Company Indemnified Person”)officer, against Losses director, underwriter or controlling person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs or expenses to which the Company or any such Persons officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, to the extent that insofar as such Losses (claims, actions, demands, losses, damages, liabilities, costs or related actions or proceedings) expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (Statement, any prospectus contained therein or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any omission arise out of or alleged are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under in which they were are made) , not misleading; PROVIDED that such Holder will be liable in any such case to the extent, in each case, but only to the extent extent, that any such untrue statement claim, action, demand, loss, damage, liability, cost or alleged expense arises out of or is based upon an untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in strict conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from specifically for use in the sale of such Holder’s Registrable Securities pursuant to such registrationpreparation thereof.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the CompanyLionsgate, each director and officer of the Company Lionsgate and each other Person, if any, who controls the Company Lionsgate within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company Lionsgate or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company Lionsgate by such ▇▇▇▇▇▇Holder, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event Each selling Holder of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, agrees (severally and not jointly, ) to indemnify and hold harmless (in the same manner and harmless, to the same full extent as set forth in Section 7.1 hereof) permitted by law, the Company, each director its directors, officers and officer of the Company partners, and each other Person, if any, Person who controls the Company (within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”Act), against Losses to which and each other selling Holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the Company or any such Persons may become subject under meaning of the Securities Act or otherwisethe Exchange Act) such Person, to the extent that such from and against any Losses resulting from (or related actions or proceedings) arise out of or are based upon (Ai) any untrue statement or alleged allegedly untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein, therein (in the case of the a Prospectus and any or preliminary Prospectus Prospectus, in light of the circumstances under which they were made) not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, and (ii) any misstatement in or omission from any representation or warranty, or any breach of covenant or agreement, in each case made or deemed made by such Holder in any underwriting or similar agreement entered by into by such Holder in connection with the particular registration. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, 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 Company. The liability of any Holder for indemnification under this Section 2.7 in its capacity as a seller of Registrable Securities shall not exceed the lesser of (i) that proportion of the total of such losses, claims, damages, expenses or liabilities indemnified against equal to the proportion of the total securities sold under such registration statement held by such Investor, and (ii) the amount equal to the net proceeds to such Holder of the securities sold in any such registration; provided that no selling holder shall be required to indemnify any Person against any Losses arising from any untrue statement or alleged untrue statement of a material fact contained in, or omission or alleged omission was made of a material fact from, a preliminary Prospectus (or necessary to make the statements therein not misleading) that has been corrected in such the form of Prospectus included in the Registration StatementStatement at the time it becomes effective, preliminary Prospectus, final Prospectus, or any amendment or supplement in reliance upon and in conformity thereto filed with written information furnished the SEC pursuant to Rule 424(b) under the Securities Act prior to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the time of sale of such Holder’s Registrable Securities pursuant that gives rise to such registration.such

Indemnification by the Holders. In the event of any registration of any Registrable Securities securities of the Company under the Securities Act pursuant to this Agreement1933 Act, each Holder shallwill, severally and not jointly, hereby does agree to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, its directors and officers, each director and officer other Person who participates as an underwriter in the offering or sale of the Company such securities and each other Person, if any, who controls the Company or any such underwriter within the meaning of the Securities 1933 Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)against any losses, against Losses claims, damages or liabilities, joint or several, to which the Company or any such Persons director or officer or underwriter or controlling person may become subject under the Securities 1933 Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedings, whether commenced or threatened, in respect thereof) arise directly out of or are based upon of: (Ai) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in registration statement under which Registrable Securities such securities were included for registration registered under the Securities 1933 Act, or any preliminary Prospectus prospectus, final prospectus or any final Prospectus included in such Registration Statement (summary prospectus contained therein, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (Bii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, and each Holder will reimburse the Company and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in each caseconnection with investigating or defending any such loss, only to the extent that claim, liability, action or proceeding, if such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such ▇▇▇▇▇▇, or on Holder of Registrable Securities specifically stating that it is for use in the preparation of such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statementregistration statement, preliminary Prospectusprospectus, final Prospectusprospectus, summary prospectus, amendment or supplement; . Any such indemnity shall remain in full force and each Holder agrees to reimburse such effect, regardless of any investigation made by or on behalf of the Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action director, officer or claim as controlling person and shall survive the transfer of such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received securities by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each selling Holder shall, agrees (severally and not jointly, ) to indemnify and hold harmless (in the same manner and harmless, to the same fullest extent as set forth in Section 7.1 hereof) permitted by law, the Company, each director its directors and officer of the Company officers and each other Person, if any, Person who controls the Company (within the meaning of the Securities Act and or the Exchange Act Act) from and against any Losses resulting from (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (Ai) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in registration statement under which such Registrable Securities were included for registration registered or sold under the Securities Act, any final, preliminary or summary prospectus contained therein, any preliminary Prospectus or any final Prospectus included in such Registration Statement (Free Writing Prospectus, or any amendment or supplement to such Registration Statement any of the foregoing or Prospectus), any documents incorporated by reference therein or (Bii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein (in the case of the Prospectus and any a prospectus or preliminary Prospectus prospectus, in light of the circumstances under which they were made) not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in any information furnished in writing by such selling Holder to the Company specifically for inclusion in such Registration Statementregistration statement, final, preliminary or summary prospectus contained therein, or any Free Writing Prospectus, final Prospectus, or any amendment or supplement to any of the foregoing, and has not been corrected in reliance upon and in conformity a subsequent writing prior to or concurrently with written information furnished the sale of the Registrable Securities to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, Person asserting the claim. In no event shall the liability of any selling Holder hereunder be greater in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to than the dollar amount of the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from under the sale of such Holder’s Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 3.4 and any amounts paid by such registrationHolder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. 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 appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any prospectus or registration statement.

Indemnification by the Holders. In the event of connection with any registration of any Registrable Securities under the Securities Act pursuant to this Agreementstatement in which a Holder is participating, each such Holder shall, severally will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Shares of such Holder and not jointly, to the extent permitted by law agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director its directors, officers and officer of the Company agents and each other Person, if any, Person who controls the Company (within the meaning of the Securities 1933 Act or the ▇▇▇▇ ▇▇▇) the Company and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)any other Holder, against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwiselosses, to the extent that such Losses (or related actions or proceedings) arise claims, damages, liabilities and expenses arising out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the registration statement or prospectus or preliminary prospectus (in the case of the Prospectus and any prospectus or preliminary Prospectus prospectus, in light of the circumstances under which they were made) not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was is made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished to the Company in writing by such ▇▇▇▇▇▇, Holder expressly for use in the registration statement or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredprospectus; provided, however, that a Holder’s aggregate liability under this Agreement the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) amount received by such Holder from the sale of such Holder’s Registrable Securities Shares pursuant to a registration statement in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such registrationholders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Shares or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of Registrable Shares by such holder and its Affiliates, (c) the name and address of such Holder and (d) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Holders. In the event of connection with any registration of Registration Statement in which any Registrable Securities under the Securities Act Holder is participating pursuant to this AgreementSECTION 2.1, SECTION 2.2 or SECTION 2.5 hereof, each Holder shall, severally shall promptly furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not jointly, materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading. Each Holder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of its partners, directors, officers, Affiliates, any underwriter retained by the Company and each other Person, if any, Person who controls the Company or such underwriter (within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under Section 15 of the Securities Act or otherwise, to Section 20 of the extent that such Losses (or related actions or proceedingsExchange Act) arise from and against any and all Liabilities arising out of or are based upon (A) any untrue statement untrue, or alleged untrue allegedly untrue, statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under Statement, prospectus or preliminary prospectus (as amended or supplemented if the Securities Act, Company shall have furnished any amendments or any preliminary Prospectus supplements thereto) or any final Prospectus included in such Registration Statement (arising out of or any amendment or supplement to such Registration Statement or Prospectus), or (B) based upon 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 (or in the case of the Prospectus and any preliminary Prospectus prospectus, in light of the circumstances under which they such statements were made) not misleading), in each case, but if and only to the extent that such Liability arises out of or is based upon any untrue statement or alleged omission or alleged untrue statement or omission or alleged omission was made contained in such Registration Statement, preliminary Prospectus, prospectus or final Prospectus, amendment or supplement prospectus in reliance upon and in conformity with written information concerning such Holder furnished to the Company in writing by such ▇▇▇▇▇▇Holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under the total amount to be indemnified by each Holder pursuant to this Agreement SECTION 2.11(b) shall be limited to an amount equal to such Holders’ pro rata portion of the net proceeds (after deducting the underwriter’s discount underwriters’ discounts and expensescommissions) received by such Holder from in the sale of such Holder’s Registrable Securities pursuant offering to such registrationwhich the Registration Statement or prospectus relates.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇Holder, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this AgreementSection 2(b) hereof, each that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder shallof such Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer all other holders of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Registrable Securities, against Losses any losses, claims, damages or liabilities to which the Company Company, or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or summary prospectus contained therein or furnished by the Company to any final Prospectus included in such Registration Statement (Electing Holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇Electing Holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such the Company Indemnified Person for any legal or other expenses reasonably incurred by it the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant Each Holder agrees to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director its officers and officer of the Company directors and each other Person, Person (if any, who ) that controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under either Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act from and against any and all Losses caused by, to the extent that such Losses (arising out of, resulting from or related actions or proceedings) arise out of or are based upon (A) to any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which or prospectus relating to Registrable Securities were included for registration under (as amended or supplemented if the Securities Act, Company shall have furnished any amendments or supplements thereto) or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus)prospectus, or (B) 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 the case of any prospectus, in the Prospectus and any preliminary Prospectus in light of the circumstances under which they were such statement is made) not misleading, in each case), only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in writing by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalfHolder expressly for use therein, specifically for inclusionand shall reimburse the Company, respectivelyits directors and officers, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified controlling Person for any legal or other expenses reasonably incurred by it any of them in connection with investigating any investigation or defending any such action or claim as such expenses are incurredclaim; provided, however, that a the indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld. Each selling Holder’s aggregate liability under this Agreement indemnification obligations hereunder shall be several and not joint and several and shall be limited to an the amount equal to the of any net proceeds (after deducting the underwriter’s discount and expenses) actually received by such Holder from selling Holder, except in the sale case of fraud or willful misconduct by such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In Each Electing Holder agrees, as a consequence of the event inclusion of any registration of any such holder's Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallin any Registration Statement, severally and not jointly, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company its directors, its officers who sign such Registration Statement and each other Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Act, against Losses any losses, claims, damages or liabilities to which the Company or any such Persons other persons may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any untrue statement or alleged an untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or Prospectus, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any omission arise out of or alleged are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, an instrument duly executed by or on behalf of such Holder’s behalf, specifically holder and stated to be expressly for inclusion, respectively, in use therein and (ii) reimburse the Company and its directors and its officers who sign such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person Statement for any legal or other expenses reasonably incurred by it the Company and such directors and officers in connection with investigating or defending any such action or claim as such expenses are incurred; provided. For the purposes of this subsection (b), however, that the Company may rely on written information furnished to the Company by an Indemnified Person via electronic mail if such electronic mail is followed within five (5) days thereof by a Holder’s aggregate written instrument meeting the requirements set forth in the foregoing sentence. The liability under this Agreement of each Electing Holder shall be in proportion to and limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) amount received by such Electing Holder from the sale of such Holder’s Registrable Securities pursuant to such registrationRegistration Statement.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Holder shall, severally and not jointly, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director of its directors, each of its officers who has signed a Registration Statement, legal counsel and officer of accountants for the Company and Company, each other Person, person (if any, ) who controls the Company within the meaning of the Securities Act and any underwriter (as defined in the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Act) for the Company, against any Losses to which the Company or any other such Persons indemnified person may become subject under the Securities Act or otherwise, any rule or regulation thereunder or otherwise to the extent that such Losses (or related actions or proceedingsactions) arise out of or (i) are based upon (A) caused solely by any untrue statement or alleged untrue statement of any material fact contained in any preliminary prospectus (if used prior to the effective date of the Registration Statement), or contained, on the effective date thereof, in any Registration Statement in of which such Holder's Registrable Securities were included for registration under the Securities Actsubject, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or the prospectus contained therein, any amendment or supplement to such Registration Statement or Prospectus)thereto, or (Bii) any arise out of or are based solely 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 the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statementwriting, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person expressly for inclusion in any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredof the foregoing documents; provided, however, that a Holder’s the aggregate liability under this Agreement of any Holder shall not be limited to an amount equal to greater than the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from upon the sale of such Holder’s the Registrable Securities pursuant giving rise to such registrationindemnification obligation. This indemnity shall not apply to amounts paid in settlement of any such Loss or related action if such settlement is effected without the consent of the subject Holder.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Holder shall, severally and not jointly, jointly shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the CompanyFirst Avenue, each director of its directors and officer of the Company and officers, each other Personperson, if any, who controls First Avenue within the Company meaning of Section 15 of the 1933 Act, and each agent and any underwriter (within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)▇▇▇▇ ▇▇▇) for First Avenue against any losses, against Losses claims, damages or liabilities, joint or several, to which the Company First Avenue or any such Persons director, officer, controlling person, agent or underwriter may become subject under the Securities 1933 Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsproceedings in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for the registration under the Securities Act, statement or any preliminary Prospectus or final prospectus included therein (including any free-writing prospectus filed under Rule 424 under the 1933 Act or any final Prospectus included in such Registration Statement (amendments or any amendment supplements thereto) or supplement to such Registration Statement arise out of or Prospectus), or (B) any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus prospectus, in light of the circumstances under which they were made) , not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statementthe registration statement, preliminary Prospectusor final prospectus, final Prospectusor amendments or supplements thereto, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalf, specifically Holder expressly for inclusion, respectively, use in connection with such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplementregistration; and each such Holder agrees to shall reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it First Avenue or any such director, officer, controlling person, agent or underwriter in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that a the indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder’s ; provided, further, that the aggregate liability under this Agreement of each Holder hereunder shall be limited to an amount equal to the net proceeds (after deducting the underwriterany underwriting or broker’s discount and discounts or commissions but before deducting expenses) received by such Holder from the sale of Registrable Stock covered by such Holder’s Registrable Securities pursuant to such registrationregistration statement.

Indemnification by the Holders. In the event Each Holder of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, severally (and not jointly, ) agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Person, if any, Person who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under either the Securities Act or otherwisethe Exchange Act, each Affiliate of the Company, and all directors, officers, employees, members, managers and agents of the foregoing Persons, to the fullest extent that permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any a Registration Statement as originally filed or in which Registrable Securities were included for registration under the Securities Actany amendment thereof, or any preliminary Prospectus in the Disclosure Package or any Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement (Statement, or in any amendment thereof or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each caseto the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalf, Holder specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredinclusion therein; provided, however, that a Holder’s aggregate liability under the total amount to be indemnified by such Holder pursuant to this Agreement Section 10(b) shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount underwriters’ discounts and expensescommissions) received by such Holder from in the sale offering to which such Registration Statement or Prospectus relates; and provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Disclosure Package, Prospectus, or Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Holder’s Registrable Securities pursuant Registration Statement or use of such Disclosure Package, Prospectus, or Free Writing Prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity obligation will be in addition to any liability which any such registrationHolder may otherwise have.

Indemnification by the Holders. In To the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreementfullest extent permitted by law, each Holder shallwill, severally and not jointlyif Registrable Securities held by such Holder are included in the registration statement or Prospectus, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director all other Holders or any prospective underwriter, as the case may be, and officer any of their respective Affiliates, directors, officers and Controlling Persons (collectively, the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified PersonParties”), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise all Claims and expenses arising out of or are based upon on: (Ai) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for a registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement statement (or any amendment or supplement to such Registration Statement or Prospectusthereto), including all documents incorporated therein by reference, or (B) any omission or alleged omission to state therein therefrom of a material fact required to be stated therein or fact, in each case, necessary in order to make the statements thereintherein not misleading, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made, (ii) not misleadingany untrue statement or alleged untrue statement of a material fact contained in a Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein not misleading, in light of the circumstances under which they were made, and the Holder will reimburse each such Company Indemnified Party for any reasonable fees and disbursements of counsel and any other reasonable expenses incurred in connection with investigating and defending or settling any such Claim, 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 was omission) is made in such Registration Statementregistration statement, preliminary Prospectus, final Prospectus, amendment or supplement Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder and stated to be specifically for use therein; and provided that the indemnity agreement contained in this Section 5.8(b) shall not apply to amounts paid in settlement of any such Claim if such settlement is effected without the consent of the applicable selling Holder (which consent shall not be unreasonably withheld or delayed); and provided, further, that in the absence of fraud (as determined in a final and non-appealable judgement by a court of competent jurisdiction) by such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and the liability of each selling Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement of Registrable Securities hereunder shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such selling Holder from the sale of such Holder’s Registrable Securities pursuant to covered by such registrationregistration statement.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 7.01 hereof) the CompanyXerox, each director and officer of the Company Xerox and each other Person, if any, who controls the Company Xerox within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company Xerox or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company Xerox by such ▇▇▇▇▇▇Holder, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of connection with any registration of any Registrable Securities under the Securities Act pursuant to this AgreementRegistration Statement in which there are Participating Holders, each such Participating Holder shallshall 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 shall indemnify, severally and not jointly, indemnify and hold harmless (in the same manner and to the same fullest extent as set forth in Section 7.1 hereof) permitted by law, the Company, each director and officer of the Company its Affiliates and each other Person, if any, Person who controls the Company (within the meaning of the Securities Act Act) and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)their respective officers and directors against all losses, against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise claims. damages. liabilities and expenses arising out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any the Registration Statement in which Registrable Securities were included for registration under the Securities ActStatement, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (preliminary Prospect us or any amendment thereof or supplement to such Registration Statement or Prospectus), or (B) thereto Or 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 the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each case, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was the same are made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information relating to such Holder furnished in writing to the Company by such ▇▇▇▇▇▇, Holder expressly for use therein or on caused by such Holder’s behalf, specifically for inclusion, respectively, in failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement, preliminary Prospectus, final Prospectus, amendment Statement or supplement; and each Prospectus or any amendments or supplement s thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurreda sufficient number of copies of the same; provided, however, that a Holder’s aggregate the liability under this Agreement of each such Holder shall be in proportion to and limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) amount received by such Holder from the sale of such Holder’s Registrable Registerable Securities pursuant to such registrationRegistration Statement. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “"Company Indemnified Person”"), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇Holder, or on such Holder’s 's behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s 's aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s 's discount and expenses) received by such Holder from the sale of such Holder’s 's Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Electing Holder shallagrees, severally and not jointly, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personagainst any losses, if anyclaims, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses damages or liabilities to which the Company or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or free writing prospectus contained therein or furnished by the Company to any final Prospectus included in such Registration Statement (Electing Holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇Electing Holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such the Company Indemnified Person for any legal or other expenses reasonably incurred by it the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall be limited to an Section 5(b) for any amounts in excess of the dollar amount equal to of the net proceeds (after deducting the underwriter’s discount and expenses) to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In As a condition to including the event of Warrant Shares in any registration of any Registrable Securities under Shelf Registration Statement filed in accordance with ARTICLE 2 hereof, the Securities Act pursuant to this Agreement, each Holder shallHolders will indemnify, severally and not jointly, indemnify and hold harmless (in the same manner and to the same fullest extent as set forth in Section 7.1 hereof) permitted by law, the Company, each director its directors and officer of the Company officers and each other Person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Act) the Company, from and against all Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise arising out of or are based upon (A) on any untrue statement or alleged untrue statement of any a material fact contained in any such Shelf Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment thereof or supplement thereto or any document incorporated by reference therein relating to such a sale of the Warrant Shares pursuant to the Shelf Registration Statement or Prospectus)Statement, or (B) 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 the case connection with a sale of the Prospectus Warrant Shares pursuant to the Shelf Registration Statement, and will reimburse, severally and not jointly, the Company, such directors and controlling persons for any preliminary Prospectus legal or any other expenses reasonably incurred in light of the circumstances under which they were made) not misleadingconnection with investigating or defending any such Loss, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was is made in such Shelf Registration Statement, preliminary Prospectus, final Prospectus, Statement or any amendment thereof or supplement thereto or any document incorporated by reference therein in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically the Holders expressly for inclusion, respectively, inclusion in such the Shelf Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate the obligations of the Holders hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably delayed or withheld); and provided, further, that the liability under this Agreement of the Holders shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by the Holders from the sale of Registrable Securities covered by such Holder Shelf Registration Statement containing such untrue or alleged untrue statement or omission (less the aggregate amount of any damages which the Holders have otherwise been required to pay in respect of such Losses or any substantially similar Losses arising from the sale of such Holder’s Registrable Securities pursuant to such registrationSecurities).

Indemnification by the Holders. In the event of and any registration of Agents and Underwriters. The Issuers may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this AgreementSection 2(b) hereof and to entering into any underwriting agreement or similar agreement with respect thereto, that the Issuers shall have received an undertaking reasonably satisfactory to them from the Electing Holder of such Registrable Securities included in a Shelf Registration Statement and from each Holder shallunderwriter or agent named in any such underwriting agreement or similar agreement, severally and not jointly, to (i) indemnify and hold harmless (in the same manner Issuers and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer all other holders of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Registrable Securities, against Losses any losses, claims, damages or liabilities to which the Company Issuers or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or summary prospectus contained therein or furnished by the Issuers to any final Prospectus included in such Registration Statement (Electing Holder, agent or underwriter, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company Issuers by such ▇▇▇▇▇▇Electing Holder or underwriter expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such Company Indemnified Person the Issuers for any legal or other expenses reasonably incurred by it the Issuers in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Electing Holder from the sale of such Electing Holder’s 's Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallEach Holder, severally and not jointly, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director its officers, directors and officer of the Company employees and each other Personperson, if any, who controls the Company within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act Act, from and against any and all losses, claims, damages, liabilities and expenses whatsoever as incurred (each such Person being sometimes referred to as a “Company Indemnified Person”including, but not limited to, reasonable attorneys' fees and any and all reasonable expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim made whatsoever, and any and all amounts paid in settlement of any claim or litigation), against Losses joint or several, to which the Company they or any such Persons of them may become subject under the Securities Act, the Exchange Act or otherwise, to the extent that insofar as such Losses losses, claims, damages, liabilities or expenses (or related actions or proceedingsaction in respect thereof) arise out of of, or are based upon upon: (Ai) any untrue statement or alleged untrue statement of any a material fact contained in any the Shelf Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any amendment thereto or any related preliminary prospectus or the Prospectus or any final Prospectus included in such Registration Statement amendment thereto of supplement thereof; or (or any amendment or supplement to such Registration Statement or Prospectus), or (Bii) any the omission or alleged omission to state therein a in the Shelf Registration Statement or any amendment thereto or any related preliminary prospectus or the Prospectus or any amendment thereto of supplement thereof any material fact required to be stated therein or necessary to make the statements therein, therein (in the case of any related preliminary prospectus or the Prospectus and any preliminary Prospectus Prospectus, in light of the circumstances under which they were made) not misleading, in each casecase to the extent, but only to the extent extent, that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by behalf of such Holder from the sale of such Holder’s Registrable Securities pursuant expressly for use therein. The foregoing indemnity agreement is in addition to such registrationany liability that any Holder may otherwise have to any indemnified party.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallEach Holder, severally and not jointlyjointly with any other Holder, shall indemnify and hold harmless (in the same manner Hecla, its directors, managers, officers, affiliates and to the same extent as set forth in Section 7.1 hereof) the Companyemployees, each director and officer of the Company and each other Person, if any, who Person that controls the Company Hecla (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act Act), and the directors, managers, officers, affiliates and employees of such controlling Person (each such Person being sometimes referred to as a collectively, the “Company Hecla Indemnified PersonParties”), to the full extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), to which the Company or any such Persons Hecla Indemnified Parties may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise arising solely out of or are based solely upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities ActStatement, any Prospectus, or any preliminary Prospectus form of prospectus, or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) arising solely out of or based 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, therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or alleged untrue statement omission is contained in any information so furnished in writing by such Holder to Hecla specifically for inclusion in the Registration Statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished . Notwithstanding anything to the Company by such ▇▇▇▇▇▇contrary contained herein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability shall be liable under this Agreement shall be limited to an Section 6.b for only that amount equal to as does not exceed the net proceeds (after deducting the underwriter’s discount and expenses) received by to such Holder from as a result of the sale of such Holder’s Registrable Securities pursuant to such registrationRegistration Statement. No Holder shall be liable for any Losses under this Section 6.b where such Holder furnished in writing to Hecla information expressly for use in, and within a reasonable period of time prior to the effectiveness of, the Registration Statement or any amendments or supplements thereto which corrected or made not misleading information previously provided to Hecla.

Indemnification by the Holders. In To the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, each Holder shallwill, severally and not jointlyif Registrable Securities held by such Holder are included in such Registration Statement, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company its directors, its officers, and each other Person, if any, who controls the Company within the meaning of the Securities Act Act, and the Exchange Act any other Holder selling securities under such Registration Statement or any of such other Holder's partners, directors or officers, if any, who control such Holder, against any losses, claims, damages, liabilities or expenses (each such Person being sometimes referred including but not limited to as a “Company Indemnified Person”attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), against Losses severally, to which the Company or any such Persons director, officer, controlling Person, or other such Holder, partner, director, or officer, if any, or controlling such other Holder may become subject under the Securities Act, the Exchange Act or otherwiseother federal or state law, to the extent that insofar as such Losses losses, claims, damages, liabilities or expenses (or related actions or proceedingsproceedings in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement in which Registrable Securities were included for registration under of the Securities ActRegistrable Securities, or any preliminary Prospectus final prospectus contained therein or any final Prospectus included in such Registration Statement (amendments or any amendment or supplement to such Registration Statement or Prospectus)supplements thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each case, case to the extent (and only to the extent extent) that such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement therein in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically Holder expressly for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it use in connection with investigating or defending any such action or claim as such expenses are incurredregistration; provided, however, provided that a Holder’s aggregate the liability of each Holder under this Agreement Section 2.10(b) shall be limited to an the amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registrationRegistration Statement.

Indemnification by the Holders. In the event Each Holder of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallSecurities, severally and not jointly, which Registrable Securities are included in a registration pursuant to the provisions of this Agreement, will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personperson, if any, who controls the Company within the meaning of the Securities Act Act, each officer of the Company who signs the Registration Statement including such Registrable Securities, each director of the Company, each underwriter and any person who controls the Exchange Act (underwriter and each of their successors from and against, and will reimburse the Company and such Person being sometimes referred to as a “Company Indemnified Person”)officer, against Losses director, underwriter or controlling person with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs or expenses to which the Company or any such Persons officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, to the extent that insofar as such Losses (claims, actions, demands, losses, damages, liabilities, costs or related actions or proceedings) expenses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (Statement, any prospectus contained therein or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any omission arise out of or alleged are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under in which they were are made) , not misleading; provided that such Holder will be liable in any such case to the extent, in each case, but only to the extent extent, that any such untrue statement claim, action, demand, loss, damage, liability, cost or alleged expense arises out of or is based upon an untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in strict conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, Holder specifically for inclusion, respectively, use in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and the preparation thereof. The liability of each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement Section shall be limited to an amount the proportion of any such claim, action, demand, loss, damage, liability, cost or expense which is equal to the net proportion that the public offering price of the Registrable Securities sold by such Holder under such registration statement bears to the total offering price of all securities sold thereunder, but not, in any event, to exceed the proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to covered by such registrationRegistration Statement. This indemnity shall survive the transfer of such securities by such Holder and the underwriter.

Indemnification by the Holders. In the event Each selling holder of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, agrees (severally and not jointly, ) to indemnify and hold harmless (in the same manner and harmless, to the same full extent as set forth in Section 7.1 hereof) permitted by law, the CompanyIssuer, each director its directors, officers and officer of the Company partners, and each other Person, if any, Person who controls the Company Issuer (within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”Act), against Losses to which and each other selling holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the Company or any such Persons may become subject under meaning of the Securities Act or otherwisethe Exchange Act) such Person, to the extent that such from and against any Losses (or related actions or proceedings) arise out of or are based upon (A) resulting from any untrue statement or alleged allegedly untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or necessary to make the statements therein, therein (in the case of the a Prospectus and any or preliminary Prospectus Prospectus, in light of the circumstances under which they were made) not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made had been contained in any information furnished in writing by such selling holder to the Issuer expressly for inclusion in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement . This indemnity shall be in reliance upon addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and in conformity with written information furnished to the Company effect regardless of any investigation made by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, behalf of the Issuer or any Indemnified Party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to than the dollar amount of the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from holder under the sale of such Holder’s the Registrable Securities pursuant giving rise to such registrationindemnification obligation. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, 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 Issuer.

Indemnification by the Holders. In the event of connection with any registration of any Registrable Securities under the Securities Act pursuant to this Agreementor qualification in which a Holder is participating, each such Holder shall, severally and not jointly, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer present or past member of the Company Board, each past or present officer, employee, retained professional, agent and investment adviser, each past or present external advisor or manager, of the Company, underwriter, broker or other Person acting on behalf of the Company, and each other Person, if any, who controls the Company within the meaning Controls any of the Securities Act foregoing, together with the members, partners, officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and the Exchange Act investment advisers of such Controlling Person, against any losses, claims, damages, liabilities and expenses (each such Person being sometimes referred to as a “Company Indemnified Person”including, without limitation, reasonable attorneys’ fees and expenses), against Losses joint or several, to which the Company or any such Persons indemnitees may become subject under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages, liabilities and expenses (or related actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (Ai) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein from such registration statement, any preliminary prospectus, final prospectus or necessary to make the statements summary prospectus contained therein, (in the case of the Prospectus and or any preliminary Prospectus in light of the circumstances under which they were made) not misleadingamendment or supplement thereto, in each case, only to the extent that if such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company provided by such ▇▇▇▇▇▇, Holder or on such Holder’s behalf, specifically for inclusion(ii) any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such offering statement, respectivelyany preliminary offering circular or final offering circular contained therein, in such Registration Statement, preliminary Prospectus, final Prospectus, or any amendment or supplement; supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information provided by such Holder or on such Holder’s behalf or (iii) any violation or alleged violation of the Securities Act or state securities laws or rules thereunder by such Holder. Such indemnity shall remain in full force and each Holder agrees to reimburse such effect regardless of any investigation made by or on behalf of the Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action Board member, officer, employee, agent, investment adviser or claim as Controlling Person and shall survive the transfer of such expenses are incurred; providedsecurities by any Holder. The obligation of a Holder to indemnify will be several and not joint, however, that a Holder’s aggregate liability under this Agreement among the Holders and shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expensesunderwriting fees, commissions or discounts) actually received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registrationregistration statement, or the sale of Qualifiable Securities pursuant to such offering statement, except in the case of fraud or willful misconduct by such Holder.

Indemnification by the Holders. In the event Each holder of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallSecurities, severally and not jointly, will (i) indemnify and hold harmless (in the same manner Issuer and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer all other holders of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Registrable Securities, against Losses any losses, claims, damages or liabilities to which the Company Issuer or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or summary prospectus (including, without limitation, any final Prospectus included “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such Registration Statement (Electing Holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company Issuer by such ▇▇▇▇▇▇Electing Holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such Company Indemnified Person the Issuer for any legal or other expenses reasonably incurred by it the Issuer in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act registration, qualification or compliance effected pursuant to this AgreementSections 3 or 4 hereof, each Holder shall, severally and not jointly, selling Registrable Securities pursuant thereto shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and of the Company, each officer of the Company and each other Personperson, if any, who controls the Company within the meaning of the Securities Act Act, each underwriter, if any, and each person who controls any of the Exchange foregoing persons within the meaning of the Securities Act (each such Person being sometimes referred to as a “Company Indemnified Person”"Holder Indemnitee" and collectively the "Holder Indemnitees"), in each case, against Losses any losses, claims, damages or liabilities, joint or several, to which the Company or any such Persons a Holder Indemnitee may become subject under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (Ai) any breach of any representation, warranty, agreement or covenant of such Holder contained in the underwriting agreement covering the -11- 12 public offering of such Registrable Securities or (ii) untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in registration statement under which such Registrable Securities were included for registration registered under the Securities ActAct pursuant to Sections 3 or 4, or any preliminary Prospectus prospectus, final prospectus or any final Prospectus included in such Registration Statement (summary prospectus contained therein, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any other document incident to any such registration, qualification or compliance, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, and will reimburse each Holder Indemnitee for any legal or other expenses reasonably incurred by them in each caseconnection with investigating or defending any such loss, claim, damage, liability or action, but only to the extent that any such loss, claim, damage or liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Holder, as such, furnished in writing to the Company by such Holder specifically for use in such document; provided, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, 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, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished such indemnity agreement shall not inure to the benefit of the Company, any controlling person or any underwriter, if the Company had an obligation under the Securities Act to deliver the Final Prospectus to the person or entity asserting the loss, liability, claim or damage and such Final Prospectus was not so furnished at or prior to the time such furnishing is required by such ▇▇▇▇▇▇the Securities Act; and provided, or on such Holder’s behalffurther, specifically for inclusion, respectivelythat, in such Registration Statementthe case of a registration pursuant to Section 3 or 4 hereof, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for in no event shall any legal or other expenses reasonably incurred indemnity by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability seller under this Agreement shall be limited to an amount equal to Section 9(b) exceed the net gross proceeds (after deducting from the underwriter’s discount and expenses) offering received by such Holder from seller. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the sale Company or any such director, officer, underwriter or controlling person, shall survive the transfer of such Holder’s Registrable Securities pursuant by any such Holder or underwriter, and shall be in addition to any liability which any such registrationHolder may otherwise have.

Indemnification by the Holders. In the event Each holder of any registration of any Securities, Registrable Securities under the Securities Act pursuant to this Agreementor Exchange Securities, each Holder shallas applicable, severally and not jointly, will (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the CompanyIssuer, each director Guarantor and officer all other holders of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Registrable Securities, against Losses any losses, claims, damages or liabilities to which the Company Issuer, each Guarantor or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or summary prospectus (including, without limitation, any final Prospectus included “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Issuer to any such Registration Statement (holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company Issuer by such ▇▇▇▇▇▇holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and (ii) reimburse the Issuer and each Holder agrees to reimburse such Company Indemnified Person Guarantor for any legal or other expenses reasonably incurred by it the Issuer and each Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such holder shall be required to undertake liability to any person under this Agreement shall Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder holder from the sale of such Holderholder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of and any registration of Agents and Underwriters. The Issuer may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this AgreementSection 2(b) hereof that each Electing Holder agrees, as a consequence of the inclusion of any of such Electing Holder's Registrable Securities in such registration statement, and each Holder shallunderwriter, selling agent or other securities professional, if any, which facilitates the disposition of such Registrable Securities shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless (in the same manner Issuer, the Guarantor, and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer all other holders of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Registrable Securities, against Losses any losses, claims, damages or liabilities to which the Company Issuer, the Guarantor or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Act, statement or any preliminary Prospectus preliminary, final or any final Prospectus included in such Registration Statement (summary prospectus contained therein, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company Issuer by such ▇▇▇▇▇▇Electing Holder, underwriter, selling agent or on such Holder’s behalfother securities professional expressly for use therein, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such Company Indemnified Person the Issuer and the Guarantor for any legal or other expenses reasonably incurred by it them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall Section 5(b) for any amounts in excess of the dollar amount of the proceeds to be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Electing Holder from the sale of such Electing Holder’s 's Registrable Securities pursuant to such registration.

Indemnification by the Holders. In Each Holder shall: (a) Furnish in writing all information to the event Company concerning itself and its holdings of securities of the Company as shall be required in connection with the preparation and filing of any registration of statement covering any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, indemnify Securities; and (b) Indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and its directors, each other Personof its officers who has signed any registration statement covering any Registrable Securities, each person, if any, who controls the Company within the meaning of the Securities Act and any underwriter (as defined in the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Securities Act) for the Company, against Losses any losses, claims, damages or liabilities to which the Company or any such Persons director, officer, controlling person or underwriter may become subject under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) caused by any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in registration statement under which Registrable Securities were included for registration registered under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (the prospectus contained therein, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, ; in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished in writing to the Company by such ▇▇▇▇▇▇Holder expressly for inclusion in any of the foregoing documents, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to shall reimburse the Company and any such Company Indemnified Person underwriter, officer, director or controlling person for any legal or other expenses reasonably incurred by it the Company or any such director, officer or controlling person in connection with investigating or defending any such action loss, claim, damage, liability or claim as such expenses are incurred; provided, however, that a action. Each Holder’s aggregate liability under this Agreement Section 2.5 shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s any applicable underwriting discount and expensesexpenses associated with the Registrable Securities sold thereunder) received by such Holder from the sale of Registrable Securities by such Holder’s Registrable Securities pursuant . The remedies provided in this Section 2.5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to such registrationthe Company at law or in equity.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointly, shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and the Exchange Act (each such Person person being sometimes referred to as a “Company Indemnified Person”"COMPANY INDEMNIFIED PERSON"), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus prospectus or any final Prospectus prospectus included in such Registration Statement registration statement (or any amendment or supplement to such Registration Statement registration statement or Prospectusprospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) , not misleading, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statementregistration statement, preliminary Prospectusprospectus, final Prospectusprospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇Holder, or on such Holder’s 's behalf, specifically for inclusion, respectively, in such Registration Statementregistration statement, preliminary Prospectusprospectus, final Prospectusprospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that (i) a Holder’s 's aggregate liability under this Agreement shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s 's discount and but before deducting expenses) received by such Holder from the sale of such Holder’s 's Registrable Securities pursuant to such registrationregistration and (ii) the obligation to indemnify shall be several, not joint, among the Holders.

Indemnification by the Holders. In the event Each holder of any registration of any Registrable Securities under the Securities Act included in a registration pursuant to this Agreement, each Holder shall, severally the provisions of Sections 2.1 and not jointly, 2.2 hereof will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director its directors and officer of officers, any controlling person and any underwriter from and against, and will reimburse the Company Company, its directors and each other Personofficers, if anyany controlling person and any underwriter with respect to, who controls the Company within the meaning of the Securities Act any and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)all loss, against Losses damage, liability, cost or expense to which the Company or any such Persons controlling person and/or any underwriter may become subject under the Securities Act or otherwise, to the extent that insofar as such Losses (losses, damages, liabilities, costs or related actions or proceedings) arise out of or expenses are based upon (A) caused by any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (prospectus contained therein or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under in which they were made) , not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in strict conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalf, Holder specifically for inclusion, respectively, use in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; the preparation thereof and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, howeverprovided further, that a Holder’s aggregate liability under this Agreement the maximum amount that may be recovered from any holder shall be limited to an amount equal to the net amount of proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s the Registrable Securities pursuant to such registrationSecurities.

Indemnification by the Holders. In Each Electing Holder agrees, as a consequence of the event inclusion of any registration of any such holder’s Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallin any Registration Statement, severally and not jointly, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company its directors, its officers who sign such Registration Statement and each other Personperson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Act, against Losses any losses, claims, damages or liabilities to which the Company or any such Persons other persons may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any untrue statement or alleged an untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or Prospectus, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any omission arise out of or alleged are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, an instrument duly executed by or on behalf of such Holder’s behalfholder and stated to be expressly for use therein, specifically for inclusionprovided, respectivelyhowever, in the foregoing indemnity agreement shall not inure to the Indemnified Person who was notified of the inaccurate material information or omission prior to such use of Prospectus and (ii) reimburse the Company and its directors and its officers who sign such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person Statement for any legal or other expenses reasonably incurred by it the Company and such directors and officers in connection with investigating or defending any such action or claim as such expenses are incurred; provided. For the purposes of this subsection (b), however, that the Company may rely on written information furnished to the Company by an Indemnified Person via electronic mail if such electronic mail is followed within five (5) days thereof by a Holder’s aggregate written instrument meeting the requirements set forth in the foregoing sentence. The liability under this Agreement of each Electing Holder shall be in proportion to and limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) amount received by such Electing Holder from the sale of such Holder’s Registrable Securities pursuant to such registration.Registration Statement

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Holder shall, severally (and not jointly, ) agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personof its Affiliates, if anydirectors, employees, members, managers and agents and each Person who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under either the Securities Act or otherwisethe Exchange Act, to the fullest extent that permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any a Registration Statement as originally filed or in which Registrable Securities were included for registration under the Securities Actany amendment thereof, or any preliminary Prospectus in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement (Statement, or in any amendment thereof or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each caseto the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with any written information relating to such Holder furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalf, Holder specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredinclusion therein; provided, however, that a Holder’s aggregate liability under the total amount to be indemnified by such Holder pursuant to this Agreement Section 10(b) shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount underwriters’ discounts and expensescommissions) received by such Holder from in the sale offering to which such Registration Statement or Prospectus relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, such Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Holder’s Registrable Securities pursuant Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such registrationHolder may otherwise have.

Indemnification by the Holders. In the event of connection with any registration of any statement in which either (A) a Holder is participating or (B) the Company sells Common Shares in connection with a related Synthetic Secondary Transaction with respect to such Holder’s Registrable Securities under the Securities Act pursuant to this AgreementShares, each such Holder shall, severally will furnish to the Company in writing such information with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Shares of such Holder (or Common Shares in the related Synthetic Secondary Transaction) and not jointly, to the extent permitted by law agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director its directors, officers and officer of the Company agents and each other Person, if any, Person who controls the Company (within the meaning of the Securities 1933 Act or the ▇▇▇▇ ▇▇▇) the Company and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)any other Holder, against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwiselosses, to the extent that such Losses (or related actions or proceedings) arise claims, damages, liabilities and expenses arising out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the registration statement or prospectus or preliminary prospectus (in the case of the Prospectus and any prospectus or preliminary Prospectus prospectus, in light of the circumstances under which they were made) not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was is made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon on and in conformity with the written information or signed affidavit with respect to such Holder so furnished to the Company in writing by such ▇▇▇▇▇▇, Holder expressly for use in the registration statement or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredprospectus; provided, however, that a Holder’s aggregate liability under this Agreement the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) amount received by such Holder from the sale of such Holder’s Registrable Securities Shares pursuant to such registrationregistration statement or Synthetic Secondary Transaction, as the case may be, in accordance with the terms of this Agreement. The Company and the Holders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Shares (or Common Shares in the related Synthetic Secondary Transaction) or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such Holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of Registrable Shares by such Holder and its Affiliates, (c) the name and address of such Holder (d) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document and (e) with respect to any Synthetic Secondary Transaction, the material terms of such transaction and related Share Purchase Agreement.

Indemnification by the Holders. In To the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, each Holder shall, severally and not jointlyif Registrable Securities held by such Holder are included in the securities as to which such registration, qualifications or compliance is being effected pursuant to Section 2.1, Section 2.2 or Section 2.3, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director of its employees, advisors, agents and officer directors, each of its officers who has signed the Company and registration statement, each other Person, if any, who controls Controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)any underwriter, against Losses any losses, claims, damages or liabilities (joint or several; or actions, proceedings or settlements in respect thereof) to which the Company or any such Persons director, officer, legal counsel, Controlling Person underwriter may become subject under the Securities Act, the Exchange Act or otherwiseother United States federal or state law, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions actions, proceedings or proceedingssettlements in respect thereof) arise out of or are based upon any of the following statements, omissions or Violation, in each case to the extent (Aand only to the extent) any that such statement, omission or Violation occurs in the Company’s reasonable reliance upon and in conformity with written information furnished by such Holder, or their respective partners, officers, directors, employees, advisors, agents, underwriters or Controlling Persons expressly for use in connection with such registration: (a) untrue statement or alleged untrue statement of any a material fact contained in such registration statement, including any Registration Statement in which Registrable Securities were included for registration under the Securities Act, preliminary prospectus or final prospectus contained therein or any preliminary Prospectus amendments or any final Prospectus included in such Registration Statement supplements thereto; or (or any amendment or supplement to such Registration Statement or Prospectus), or (Bb) any omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under in which they were are made) , not misleading, in each case, only to the extent that and such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to shall reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it the Company or any such employee, advisor, agent, director, officer, controlling Person or underwriter in connection with investigating or defending any such loss, claim, damage, liability, action or claim as such expenses are incurredproceeding; provided, however, that a the indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder’s aggregate , which consent shall not be unreasonably withheld; and provided, further, that except for liability for fraud or willful misrepresentation, in no event shall any indemnity under this Agreement shall be limited to an amount equal to Section 3.2 exceed the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to in such registration. For the avoidance of doubt, the obligations of the Holders under this Section 3.2 are several but not joint.

Indemnification by the Holders. In the event of any registration of The Company may require, as a condition to including any Registrable Securities under the Securities Act in any registration statement filed pursuant to this AgreementSection 2(b) hereof, each that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder shallof such Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director the Guarantors, and officer all other holders of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Registrable Securities, against Losses any losses, claims, damages or liabilities to which the Company Company, the Guarantors or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or summary prospectus contained therein or furnished by the Company to any final Prospectus included in such Registration Statement (Electing Holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇Electing Holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such the Company Indemnified Person and the Guarantors for any legal or other expenses reasonably incurred by it the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

Indemnification by the Holders. In the event of connection with any registration of any Registrable Securities under the Securities Act pursuant to this AgreementRegistration Statement in which a Holder is participating, each such Holder shall, severally and not jointly, will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director its directors and officer officers, employees, agents and any Person who is or might be deemed to be a controlling person of the Company and each other Person, if any, who controls the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against any Losses to which the Company such Holder or any such Persons director or officer, any such underwriter or controlling person may become subject under the Securities Act Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, to the extent that insofar as such Losses (or related actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (Ai) any untrue statement or alleged untrue statement of any material fact contained in any the Registration Statement in which Registrable Securities were included for registration under the Securities ActStatement, prospectus, preliminary prospectus or free writing prospectus, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment thereof or supplement to such Registration Statement or Prospectus)thereto, or in any application or (Bii) 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 the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each case, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was is made in such Registration Statement, any such prospectus, preliminary Prospectusprospectus or free writing prospectus, final Prospectus, or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written the Selling Holder Information (and except insofar as such Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any underwriter furnished to the Company in writing by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically underwriter expressly for inclusion, respectively, use in such Registration Statement), preliminary Prospectus, final Prospectus, amendment or supplement; and such Holder will reimburse the Company and each Holder agrees to reimburse such Company Indemnified director, officer, underwriter and controlling Person for any legal or any other expenses actually and reasonably incurred by it them in connection with investigating investigating, defending or defending settling any such loss, claim, liability, action or claim as such expenses are incurredproceeding; provided, however, that a Holder’s aggregate liability under this Agreement the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further that the obligation to indemnify and hold harmless shall be individual and several to each Holder and shall be limited to an the amount equal to the of net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to covered by such registrationRegistration Statement.

Indemnification by the Holders. In Each of the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shallHolders agrees, severally and but not jointly, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personof its Affiliates, if anydirectors, employees, members, managers and agents and each Person who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under either the Securities Act or otherwisethe Exchange Act, to the fullest extent that permitted by applicable Law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses (or related actions or proceedings) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any a Registration Statement as originally filed or in which Registrable Securities were included for registration under the Securities Actany amendment thereof, or any preliminary Prospectus in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement (Statement, or in any amendment thereof or supplement to such Registration Statement or Prospectus)thereto, or (B) arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each caseto the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with any written information furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalf, Holder specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredinclusion therein; provided, however, that a Holder’s aggregate liability under the total amount to be indemnified by any Holder pursuant to this Agreement Section 5(b) shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount underwriters’ discounts and expensescommissions) received by such Holder from in the sale offering to which such Registration Statement or Prospectus relates; provided further that no Holder shall be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, it has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Holder’s Registrable Securities pursuant Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to such registrationthe Company. This indemnity agreement will be in addition to any liability which the Holders may otherwise have.

Indemnification by the Holders. In the event The Holder of Registrable Securities participating in any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Holder shall, hereunder shall severally and not jointly, jointly indemnify and hold harmless (in the same manner and harmless, to the same fullest extent as set forth in Section 7.1 hereof) permitted by law, the Company, each director its directors, officers, employees and officer of the Company agents, and each other Person, if any, person who controls the Company (within the meaning of the Securities Act and the Exchange Act Act) (each such Person being sometimes referred to as a “collectively, "Company Indemnified Person”)Parties") against all losses, against 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 the any Company or any such Persons Indemnified Party may become subject under the Securities Act Act, at common law or otherwise, to the extent that insofar as such Losses losses, claims, damages, liabilities or expenses (or related actions or proceedingsproceedings in respect thereof) arise out of or are based upon caused by (A1) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which the Holder's Registrable Securities were included for registration under or the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) 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 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 case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) , not misleadingmisleading to the extent, in each case, but only to the extent extent, in the cases described in clauses (1) and (2), that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written any information furnished in writing by the Holder to the Company by such ▇▇▇▇▇▇expressly for use in the preparation thereof, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s the aggregate liability under amount which the Holder shall be required to pay pursuant to this Agreement Section 8(b) shall be limited to an the dollar amount equal to the net of proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from - less expenses associated with the sale of such Holder’s Registrable Securities and other securities of the Company by the Holder upon the sale of the Registrable Securities and other securities of the Company - pursuant to the Registration Statement giving rise to such registrationclaim. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Company Indemnified Parties (except as provided above) and shall survive the transfer of such securities by the Holder.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant Each Holder agrees to this Agreement, each Holder shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof4(a)) the Company, each director member of the Board, each officer, employee and officer agent of the Company and each other Personperson, if any, who controls any of the Company foregoing within the meaning of the Securities Act and the Exchange Act Act, with respect to (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon (Ai)(A) any untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement in under which such Registrable Securities were included for registration registered and sold under the Securities Act, Act or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or any amendment or supplement thereto or any omission or alleged omission to state a material fact necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) , not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information about such Holder furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, Holder specifically for inclusion, respectively, inclusion in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; supplement and each has not been corrected in a subsequent Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto prior to or concurrently with the sale of the Registrable Securities to the person asserting the claim and (ii) any disposition, pursuant to a Shelf Registration Statement, of Registrable Securities by a Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredduring a Suspension Period; provided, however, that a Holder’s aggregate liability under this Agreement Holder shall not be limited to an amount equal to liable for any amounts in excess of the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale sales of such Holder’s Registrable Securities pursuant to the registration statement to which the claims relate, and provided, further, that the obligations of the Holders shall be several and not joint. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the transfer of such registrationsecurities by the Company.

Indemnification by the Holders. In Each of the event of any registration of any Holders will, if Registrable Securities under held by it are included in the Securities Act pursuant securities as to this Agreement, each Holder shallwhich such Registration Statement is being effected, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director of its directors and officer of the Company officers, and each other Person, if any, Person who controls "controls" the Company within the meaning of SEC Rule 405 under the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Act, against Losses to which the Company or any such Persons may become subject under Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act, to the extent that such Losses (or related actions or proceedings) arise and each other Holder, against all Claims arising out of or are based upon on (Ai) any untrue statement actual or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Actfact, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document based solely upon written information furnished to the Company by or on behalf of such Holder and stated to be specifically for use therein, or (ii) any untrue statement or omission of a material fact required to make such statement not misleading in any prospectus that is corrected in any subsequent prospectus that was delivered to such Holder before the pertinent sale or sales by such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in the case of subsection (i) above to the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleadingextent, in each case, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such the Registration Statement, preliminary Prospectusprospectus, final Prospectus, amendment offering memorandum or supplement other document in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalf, Holder and stated to be specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurreduse therein; provided, however, that a Holder’s aggregate liability under this Agreement that, to the extent permitted by law, the several obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s the Registrable Securities pursuant to such registrationthe Registration Statement.

Indemnification by the Holders. In To the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreementextent permitted by law, each Holder shall, severally and not jointly, selling shares in a Registration agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director its directors, officers and officer of the Company agents and each other Person, if any, Person who controls the Company (within the meaning of the Securities Act and or the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Act) the Company, against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwiselosses, to the extent that such Losses (or related actions or proceedings) arise claims, damages, liabilities and expenses arising out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinin the registration statement, prospectus or preliminary prospectus (in the case of the Prospectus and any prospectus or preliminary Prospectus prospectus, in light of the circumstances under which they were made) not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was is made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon on and in conformity with written the information or affidavit with respect to such Holder so furnished to the Company in writing by such ▇▇▇▇▇▇, Holder expressly for use in the registration statement or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredprospectus; provided, however, that a Holder’s aggregate liability under this Agreement the obligation to indemnify shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such registrationregistration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 3.04(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such Holder. The Company and the Holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such Holder and its Affiliates, (ii) the name and address of such Holder and (iii) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

Indemnification by the Holders. In Each of the event of any registration of any Holders will, if Registrable Securities under held by it are included in the Securities Act pursuant securities as to this Agreement, each Holder shall, severally and not jointlywhich such Registration Statement is being effected, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director of its directors and officer of the Company officers, and each other Person, if any, Person who controls “controls” the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject SEC Rule 405 under the Securities Act or otherwiseAct, to the extent that such Losses (or related actions or proceedings) arise against all Claims arising out of or are based upon (A) on any untrue statement actual or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Actfact, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any 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 case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) statement included or incorporated therein not misleading, contained in the Registration Statement, prospectus, or other offering document made by or on behalf of such Holder, and will reimburse the Company, its directors, officers, partners, members or control Persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such Claim, in each casecase to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such the Registration Statement, preliminary Prospectus, final Prospectus, amendment prospectus or supplement other document in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on behalf of such Holder’s behalf, Holder and stated to be specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurreduse therein; provided, however, that a Holder’s aggregate liability under this Agreement the indemnity obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of such Holder’s the Registrable Securities pursuant to the Registration Statement; and provided, further, that the only information that a Holder will be required to furnish to the Company for use in any Registration Statement or prospectus relating to the Registrable Securities, or in any amendment, supplement or preliminary materials associated therewith will be statements specifically relating to (a) the beneficial ownership of Company securities by such registrationHolder and its affiliates and (b) the name and address of such Holder. In no event shall a Holder be jointly liable with any other Holder as a result of its indemnification obligations.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this AgreementEach Holder will severally, each Holder shall, severally and not jointly, in proportion to the respective number of shares included by each such Holder, if Registrable Securities are included in the securities as to which such registration, qualification or compliance is being effected, notwithstanding any termination of this Agreement, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each other Personof its officers, if anydirectors, who controls the Company within the meaning of the Securities Act agents, investment advisors, partners, members and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, employees to the fullest extent that such Losses (or related actions or proceedings) arise permitted by applicable law, from and against any and all Losses, as incurred, arising out of or are based upon (A) relating to any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities ActStatement, or any preliminary Prospectus or any final Prospectus included form of prospectus or in such Registration Statement (or any amendment or supplement to such Registration Statement thereto or Prospectus)in any preliminary prospectus, or (B) 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 therein, therein (in the case of the any Prospectus and any preliminary Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in each casewriting to the Company by such Holder expressly for use therein, only or to the extent that such untrue statement information relates to such Holder or alleged untrue statement or omission or alleged omission such Holder’s proposed method of distribution of Registrable Securities and was made reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, preliminary Prospectus, final Prospectus, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in reliance upon the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), 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 in conformity with written information furnished prior to the Company receipt by such ▇▇▇▇▇▇, Holder of an Advice or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary an amended or supplemented Prospectus, final Prospectus, amendment but only if and to the extent that following the receipt of the Advice or supplement; and each Holder agrees the amended or supplemented Prospectus the misstatement or omission giving rise to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it Loss would have been corrected. Notwithstanding anything in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate liability under this Agreement shall be limited to an amount equal to the net contrary, the liability of the Holder pursuant to this Section 5 shall not exceed the dollar amount of the proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from upon the sale of such Holder’s Registrable Securities pursuant giving rise to such registrationliability.

Indemnification by the Holders. In the event Each holder of Registrable Securities which are included or are to be included in any registration of any statement filed in connection with a Shelf Registration Statement or a Piggyback Registration, as a condition to including Registrable Securities under the Securities Act pursuant to this Agreementin such registration statement, each Holder shall, severally and not jointlyto the full extent permitted by law, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director its directors and officer of the Company officers, and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Act, against any Losses to which the Company or any such Persons director or officer or controlling Person may become subject under the Securities Act or otherwise, to the extent that insofar as such Losses (or related actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus prospectus, final prospectus or any final Prospectus included in such Registration Statement (summary prospectus contained therein, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein (in the case of a prospectus, in the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case, only to the extent that if such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished or confirmed in writing to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredCompany; provided, however, that in no event shall any indemnity provided by a Holder’s aggregate liability Holder under this Agreement shall be limited to an amount equal to Section 6(b) exceed the net proceeds (after deducting from the underwriter’s discount and expenses) offering received by such Holder from Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the sale Company or any such director, officer, member, partner or controlling Person and shall survive the transfer of such Holder’s Registrable Securities pursuant securities by such holder to such registrationa Permitted Successor.

Indemnification by the Holders. In Subject to the event terms and conditions of any registration of any Registrable Securities under the Securities Act pursuant to this AgreementArticle IV, each Holder shallHolder, severally and not jointly, indemnify agrees to indemnify, defend and hold harmless (in the same manner and harmless, to the same fullest extent as set forth in Section 7.1 hereofpermitted by Law, (i) each other Holder and his or its heirs, executors, personal representatives, administrators, successors and assigns and (ii) the Company, each director its Affiliates and officer of their respective directors, officers, shareholders, employees, investment advisers and agents and their respective heirs, executors, personal representatives, administrators, successors and assigns (the "Company Indemnified Persons"), from and each against any and all Claims, Liabilities and Losses which may be imposed on, incurred by or asserted against such other PersonHolder or his or its heirs, if anyexecutors, who controls the Company within the meaning of the Securities Act personal representatives, administrators, successors and the Exchange Act (each such Person being sometimes referred to as a “assigns or any Company Indemnified Person”), against Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that it is determined by a court of competent jurisdiction, arbitration pursuant to Section 6.11 or agreement of the Parties affected thereby that such Claims, Liabilities and Losses (or related actions or proceedings) arise arose out of or are based upon resulted from, directly or indirectly: (Aa) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in registration statement under which Registrable Securities such securities were included for registration registered under the Securities ActAct (including all documents incorporated therein by reference), or any preliminary Prospectus prospectus, final prospectus or any final Prospectus included in such Registration Statement (summary prospectus contained therein, or any amendment or supplement to such Registration Statement or Prospectus), or thereto; or (Bb) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each case, only to the extent that such untrue statement or alleged untrue which statement or omission was contained in or alleged omission was made in omitted from such Registration Statementregistration statement, preliminary Prospectus, final Prospectusprospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, Holder specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredinclusion therein; provided, however, that a such Holder shall not be liable to, and shall not be obligated to provide such indemnity to, any other Holder’s , any Company Indemnified Person or any other Person for any portion of any Claims, Liabilities or Losses to the extent that such Claims, Liabilities and Losses arose out of or resulted from the failure of the Company to promptly amend or take action to correct or supplement any such registration statement, prospectus, amendment or supplement based on corrected or supplemental information provided in writing by such Holder to the Company expressly for such purpose. The Liability of each Holder pursuant to this Section 4.02 shall be several, and not joint and several, among all indemnifying parties. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the aggregate liability Liability of any Holder under this Agreement shall be limited to Section 4.02 exceed an amount equal to the net amount of the proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from upon the sale of such Holder’s his or its Registrable Securities pursuant in the offering to such registrationwhich the Claims, Liabilities or Losses relate.

Indemnification by the Holders. In the event of connection with any registration statement in which a holder of any Registrable Securities under is participating, such holder, or an authorized officer of such holder, shall furnish to the Securities Act pursuant to this Agreement, each Holder shallCompany in writing such information as the Company reasonably requests for use in connection with any registration statement or prospectus and agrees, severally and not jointly, indemnify and hold harmless (in the same manner and to indemnify, to the same full extent as set forth in Section 7.1 hereof) permitted by law, the Company, its directors, officers, agents and employees, each director and officer of the Company and each other Person, if any, Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”Act), and the directors, officers, agents or employees of such controlling persons, from and against all Losses to which the Company or any such Persons may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise arising out of or are based upon (A) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Actstatement, or any preliminary Prospectus or any final Prospectus included in such Registration Statement prospectus (or any amendment or supplement to such Registration Statement or Prospectusincluding free-writing prospectuses), or (B) form of prospectus, or arising out of or based upon any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each caseto the extent, but only to the extent extent, that such untrue statement or alleged untrue statement is contained in, or such omission or alleged omission was made is required to be contained in, any information which (i) relates solely to such holder’s individual ownership of the Registrable Securities, (ii) is furnished in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished writing to the Company by such ▇▇▇▇▇▇holder solely in its capacity as a holder of Registrable Securities, or on such Holder’s behalf, specifically expressly for inclusion, respectively, use in such Registration Statementregistration statement or prospectus and (iii) that such statement or omission was relied upon by the Company in preparation of such registration statement, preliminary Prospectus, final Prospectus, amendment prospectus or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurredform of prospectus; provided, however, that a Holder’s aggregate liability under this Agreement such holder of Registrable Securities shall not be limited to an amount equal liable in any such case to the net 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 selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (after deducting the underwriter’s discount and net of payment of all expenses) received by such Holder from holder upon the sale of such Holder’s the Registrable Securities pursuant giving rise to such registrationindemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party.

Indemnification by the Holders. In Each Holder severally (and not jointly) will, in the event of that any registration of any Registrable Securities is being effected under the Securities Act pursuant to this Agreement, each Holder shall, severally and not jointlyAgreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director of its officers, employees, affiliates, directors, partners, members, attorneys and officer of the Company agents and each underwriter (if any), and each other selling Holder and each other Person, if any, who controls the Company such Person within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Act, against Losses to which the Company any losses, claims, judgments, damages or any liabilities, insofar as such Persons may become subject under the Securities Act losses, claims, judgments, damages or otherwise, to the extent that such Losses liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly for use therein, or any untrue statement or alleged untrue statement of any a material fact contained in the information conveyed to any Registration Statement in which Registrable Securities were included for registration under purchaser at the Securities Acttime of the sale to such purchaser, or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in and shall reimburse the case of the Prospectus Company, its directors and any preliminary Prospectus in light of the circumstances under which they were made) not misleadingofficers, in each case, only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified other selling holder or controlling Person for any legal or other expenses reasonably incurred by it any of them in connection with investigating investigation or defending any such action loss, claim, damage, liability or claim as such expenses are incurredaction; provided, however, that a Holder’s aggregate liability under the total amount to be indemnified by such Holder pursuant to this Agreement Section 10.2 shall be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expensespayment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder from in the sale offering to which such Registration Statement relates; provided, further, that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Holder’s Registrable Securities pursuant Registration Statement, any preliminary prospectus, final prospectus, any Free Writing Prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement thereto which corrected or made not misleading information previously provided to such registrationthe Company.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant Each Holder agrees to this Agreement, each Holder shall, severally and not jointly, indemnify and ------------------------------ hold harmless (in the same manner and harmless, to the same full extent as set forth in Section 7.1 hereof) permitted by law, the Company, its directors, officers, employees and agents and each director and officer Controlling Person of the Company Company, from and each other Person, if any, who controls the Company within the meaning of the Securities Act against any and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses all Damages to which the Company or any such Persons of them may become subject under the Securities Act or otherwise, otherwise to the extent that such Losses (or related actions or proceedings) Damages arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission based upon (Ai) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, (including any related preliminary or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) , not misleading, in each case, only if and to the extent that such untrue statement or alleged untrue statement or omission arose out of or alleged omission was made in based upon information regarding such Registration Statement, preliminary Prospectus, final Prospectus, amendment Holder or supplement in reliance upon and in conformity with written information its plan of distribution which was furnished to the Company by such ▇▇▇▇▇▇Holder for use therein, or on (ii) the failure by such Holder to deliver or cause to be delivered to any purchaser of the shares covered by the Registration Statement the Prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder’s behalf. Notwithstanding the foregoing, specifically (A) in no event will a Holder have any obligation under this Section 5(b) for inclusion, respectively, amounts the Company pays in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending settlement of any such loss, claim, damage, liability or action or claim as if such expenses are incurred; provided, however, that settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (B) the total amount for which a Holder’s aggregate liability Holder shall be liable under this Agreement Section 5(b) shall be limited to an amount equal to not in any event exceed the net aggregate proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of the Holder's Registrable Securities in such Holder’s registration. The obligations of the Holders under this Section 5(b) shall survive the completion of any offering of Registrable Securities pursuant to such registrationa Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant Each Holder agrees to this Agreement, each Holder shall, severally and not jointly, indemnify and ------------------------------ hold harmless (in the same manner and harmless, to the same full extent as set forth in Section 7.1 hereof) permitted by law, the Company, its directors, officers, employees and agents and each director and officer Controlling Person of the Company Company, from and each other Person, if any, who controls the Company within the meaning of the Securities Act against any and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses all Damages to which the Company or any such Persons of them may become subject under the Securities Act or otherwise, otherwise to the extent that such Losses (or related actions or proceedings) Damages arise out of or are based upon any Violation, in each case to the extent that such Violation occurs as a result of (Ai) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, (including any related preliminary or any preliminary Prospectus or any final Prospectus included in such Registration Statement (or any amendment or supplement to such Registration Statement or Prospectus), or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) , not misleading, in each case, only if and to the extent that such untrue statement or alleged untrue statement or omission arose out of or alleged omission was made in based upon information regarding such Registration Statement, preliminary Prospectus, final Prospectus, amendment Holder or supplement in reliance upon and in conformity with written information its plan of distribution which was furnished to the Company by such ▇▇▇▇▇▇Holder for use therein, or on (ii) the failure by such Holder to deliver or cause to be delivered to any purchaser of the shares covered by the Registration Statement the Prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to such Holder’s behalf. Notwithstanding the foregoing, specifically (A) in no event will a Holder have any obligation under this Section 7(b) for inclusion, respectively, amounts the Company pays in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending settlement of any such loss, claim, damage, liability or action or claim as if such expenses are incurred; provided, however, that settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld) and (B) the total amount for which a Holder’s aggregate liability Holder shall be liable under this Agreement Section 7(b) shall be limited to an amount equal to not in any event exceed the aggregate net proceeds (after deducting the underwriter’s discount and expenses) received by such Holder from the sale of the Holder's Registrable Securities in such Holder’s registration. The obligations of the Holders under this Section 7(b) shall survive the completion of any offering of Registrable Securities pursuant to such registrationa Registration Statement under this Agreement or otherwise and shall survive the termination of this Agreement.

Indemnification by the Holders. In (a) Subject to the event of any registration of any Registrable Securities under limitations set forth in this Article 9, from and after the Securities Act pursuant to this AgreementEffective Time, each Holder shallHolder, severally and but not jointly, in proportion to such Holder’s Indemnity Percentage, hereby agrees to indemnify Buyer, its Affiliates (including, after the Closing Date, the Surviving Corporation and hold harmless its Subsidiaries), and their respective directors, officers, managers, employees, partners, agents, successors and assigns (in collectively, the same manner “Buyer Indemnified Persons”) against, and to the same extent as set forth hold each of them harmless from any and all damages, losses, costs and expenses ((x) including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in Section 7.1 hereofconnection with any Claim, but (y) the Companyexcluding (A) punitive, each director exemplary or other similar damages and officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”), against Losses to which the Company or B) any such Persons may become subject under the Securities Act or otherwise, consequential damages to the extent that such Losses damages were not reasonably foreseeable (other than, in each case in this clause (y), any such damages or related actions or proceedingslosses actually paid to a third party in respect of a Third-Party Claim)) arise (collectively, “Damages”) to the extent arising out of or are based upon of: (Ai) any untrue statement misrepresentation or alleged untrue statement breach of any material fact contained warranty made by the Company or a Holder in any Registration Statement in which Registrable Securities were included for registration under the Securities Act, or any preliminary Prospectus or any final Prospectus included in such Registration Statement this Agreement (or any amendment inaccuracy in the certificate required pursuant to Section 8.02(e)) or supplement any Letter of Transmittal; provided that, with respect to a breach by a Holder of a Holder Fundamental Warranty, such Holder shall be liable for the full amount of any Damages attributable to such Registration Statement breach and any amount payable from the Indemnity Escrow Account in respect thereof shall be deducted from such Holder’s Remaining Possible Consideration; (ii) any breach of covenant or Prospectusagreement made or to be performed by the Company or any Holder pursuant to this Agreement or any Letter of Transmittal; provided that, with respect to a breach by a Holder of a covenant or agreement in such Holder’s Letter of Transmittal, such Holder shall be liable for the full amount of any Damages attributable to such breach and any amount payable from the Indemnity Escrow Account in respect thereof shall be deducted from such Holder’s Remaining Possible Consideration; (iii) any Indemnifiable Taxes; or (iv) any Stockholder Claims. (b) With respect to indemnification by the Holders pursuant to Section 9.02(a)(i), other than in respect of any breach of a Company Fundamental Warranty or (B) any omission a Holder Fundamental Warranty or alleged omission to state therein a material fact required to be stated therein or necessary to make in the statements thereinevent of fraud, (i) the Holders shall not be liable for any individual matter or series of related matters unless the Damages with respect thereto exceed $25,000 (the “De Minimis Amount”), (ii) the Holders shall not be liable for any Damages in respect of any matter unless and until the case aggregate amount of all Damages with respect thereto (disregarding any Damages for which the Prospectus Holders are not liable pursuant to the foregoing clause (i)) exceeds $1,000,000 (the “Deductible”), and any preliminary Prospectus in light of the circumstances under which they were made) not misleading, in each case, then only to the extent that of such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon excess and in conformity with written information furnished (iii) the Holders’ maximum aggregate liability shall be limited to the Company Indemnity Escrow Amount (the “Cap”). (c) With respect to indemnification by the Holders for all matters pursuant to Section 9.02(a), Buyer hereby agrees that the sole recourse of Buyer Indemnified Persons in respect of all such ▇▇▇▇▇▇matters shall be the right to seek payment from the Indemnity Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement, or on such Holder’s behalf, specifically for inclusion, respectively, and Buyer Indemnified Persons shall have no right to seek payment directly from the Holders in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to reimburse such Company Indemnified Person for any legal or other expenses reasonably incurred by it in connection with investigating or defending respect of any such action or claim as such expenses are incurredmatters; provided, however, that a Holder’s the foregoing shall not limit the remedies available to any party hereto (A) for any breaches of Company Fundamental Warranties or Holder Fundamental Warranties or any breach of covenant or agreement made or to be performed by the Company or any Holder pursuant to this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith or (B) for fraud. Except for breaches involving fraud (in which case, the liability of the Holders shall be uncapped), in no event shall the aggregate liability amount for which any Holder shall be liable to all Buyer Indemnified Persons under this Agreement shall be limited to an exceed the amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) actually received by such Holder hereunder. (d) To the extent that the Buyer Indemnified Persons are entitled to indemnification pursuant to this Article 9 for any Damages, the Buyer Indemnified Persons shall be required to first pursue such claim against the Indemnity Escrow Account, and, to the extent there are sufficient funds available in the Indemnity Escrow Account to indemnify the Buyer Indemnified Persons for the full amount of the indemnifiable portion of such Damages, any dispute with respect to such claim related to such Damages shall be resolved in accordance with the terms of the Escrow Agreement prior to any such Buyer Indemnified Persons seeking payment directly from any Holders with respect to such Damages; provided, however, that if there are insufficient funds available in the Indemnity Escrow Account to indemnify the Buyer Indemnified Persons for the full amount of the indemnifiable portion of such Damages, such Buyer Indemnified Persons shall be permitted to seek indemnification directly from the sale relevant Holder(s) to the extent of any shortfall, subject to the limitations set forth in this Article 9. (e) With respect to indemnification by the Holders pursuant to Section 9.02(a)(i) for breaches of the representations and warranties contained in Section 3.17, Holders shall be liable for Damages only with respect to Taxes incurred in Pre-Closing Tax Periods. For this purpose, in the case of any Taxes (other than Transfer Taxes) that are payable for a Straddle Tax Period, the portion of such Holder’s Registrable Securities pursuant Taxes incurred in the Pre-Closing Tax Period shall (i) in the case of any Taxes other than gross receipts, sales or use Taxes and Taxes based upon or related to income, be deemed to equal the amount of such registrationTax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of such Straddle Period that ends on and includes the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Taxes based upon or related to income and any gross receipts, sales or use Tax, shall equal the portion of such Tax that would have been payable if the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the allocation set forth in the foregoing clause (ii) shall be made in a manner consistent with prior practice of the Company.

Indemnification by the Holders. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, each Each Electing Holder shallagrees, severally and not jointly, to (i) indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7.1 hereof) the Company, each director and officer of the Company and each all other Person, if any, who controls the Company within the meaning holders of the Securities Act and the Exchange Act (each such Person being sometimes referred to as a “Company Indemnified Person”)Registrable Securities, against Losses any losses, claims, damages or liabilities to which the Company or any such Persons other holders of Registrable Securities may become subject subject, under the Securities Act or otherwise, to the extent that insofar as such Losses losses, claims, damages or liabilities (or related actions or proceedingsin respect thereof) arise out of or are based upon (A) any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement in which Registrable Securities were included for such registration under the Securities Actstatement, or any preliminary Prospectus preliminary, final or free writing prospectus contained therein or furnished by the Company to any final Prospectus included in such Registration Statement (Electing Holder, or any amendment or supplement to such Registration Statement or Prospectus)thereto, or (B) any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, (in the case of the Prospectus and any preliminary Prospectus in light of the circumstances under which they were made) therein not misleading, in each casecase to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such ▇▇▇▇▇▇Electing Holder expressly for use therein, or on such Holder’s behalf, specifically for inclusion, respectively, in such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; and each Holder agrees to (ii) reimburse such the Company Indemnified Person for any legal or other expenses reasonably incurred by it the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that a Holder’s aggregate no such Electing Holder shall be required to undertake liability to any person under this Agreement shall Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be limited to an amount equal to the net proceeds (after deducting the underwriter’s discount and expenses) received by such Electing Holder from the sale of such Holder’s Electing Holders Registrable Securities pursuant to such registration.