Common use of By the Corporation Clause in Contracts

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder, such Holder’s Selling Stockholder and each of their respective Affiliates and their respective officers, directors, employees, managers, employees, partners, stockholders, members, trustees, Affiliates, partners and agents and representatives, and each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (the “Holder Indemnified Parties”such Selling Stockholder or such other Person indemnified under this Section 5.8(a) from and against all losses, claims, actions, damages, liabilities and expenses expenses, whether joint or several (including with respect to actions or proceedings, whether commenced or threatened, reasonable expenses of investigation and including reasonable attorney attorneys’ fees and expenses) caused by(collectively, resulting fromthe “Losses”), arising to which they are or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common law or otherwise, insofar as such Losses arise out of, are based upon upon, are caused by or related relate to any of the following statements, omissions or violations untrue statement (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement statement) of a material fact contained in (A) any registration statement, prospectus or preliminary prospectus, preliminary prospectus offering circular, offering memorandum or Free-Disclosure Package (including the Free Writing Prospectus, ) or any amendment thereof or supplement thereto or (B) any application filing or other document incidental to such registration or communication (in this Section 7, collectively called an “application”) executed by or on behalf qualification of the Corporation securities as required by this Agreement, or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission (or alleged omission omission) of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by misleading, except that no Person indemnified shall be indemnified hereunder insofar as the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, same are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, conformity with and in reliance upon, and in conformity with, written on information prepared and furnished in writing to the Corporation by such Holder Indemnified Party Person concerning such Person expressly for use therein or by such Holder Indemnified Party’s failure therein. Such indemnification obligation shall be in addition to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after liability that the Corporation has furnished may otherwise have to any such Holder Indemnified Party with a sufficient number of copies of the sameindemnified person. In connection with an underwritten offeringUnderwritten Offering and without limiting any of the Corporation’s other obligations under this Agreement, the Corporation shall also indemnify such underwriters, their officers and officers, directors, employees and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other Person indemnified under this Section 5.8(a) to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Selling Stockholders. Reimbursements payable pursuant to the Holder Indemnified Partiesindemnification contemplated by this Section 5.8(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation shall indemnify and hold harmlessharmless each Selling Holder thereunder, to the extent permitted by lawits directors, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, Affiliates and each Person Person, if any, who controls such Selling Holder (or its Affiliates within the meaning of the Securities Act and the Exchange Act) , and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified PartiesPersons”) ), against all any losses, claims, actions, damages, expenses or liabilities and expenses (including with respect reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expensesin respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (Awhich, for the avoidance of doubt, includes documents incorporated by reference in) such registration statement or any other registration statementstatement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement or Free-Writing Prospectusfinal prospectus contained therein, or any amendment thereof or supplement thereof, or any free writing prospectus relating thereto or (B) any application arise out of or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or are based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by in the Corporation case of a prospectus, in light of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation circumstances under which they were made) not misleading, and relating to action or inaction required of the Corporation in connection with any shall reimburse each such registration, qualification or compliance. In addition, the Corporation will reimburse such Selling Holder Indemnified Party Person for any legal or any other expenses reasonably incurred by them in connection with investigating investigating, defending or defending resolving any such losses. Notwithstanding the foregoingLoss or actions or proceedings; provided, however, that the Corporation shall not be liable in any such case if and to the extent that any such losses result from, arise Loss arises out of, are of or is based upon, or relate to upon an untrue statement or alleged untrue statement, statement or omission or alleged omission, omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in such registration statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance uponSelling Holder Indemnified Person, and in conformity with, written information prepared and furnished in writing to shall survive the Corporation transfer of such securities by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified PartiesSelling Holder.

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 76, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation shall will indemnify and hold harmlessharmless each Selling Holder thereunder, to the extent permitted by law, each Holder, such Holder’s its Affiliates and their respective directors and officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person underwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls such Selling Holder (or underwriter within the meaning of the Securities Act) Act and the Exchange Act (collectively, the “Selling Holder Indemnified PartiesPersons”) ), against all any losses, claims, actions, damages, expenses or liabilities and expenses (including with respect reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expensesin respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue statement or alleged untrue statement of any material fact (in the case of a prospectus, in the light of the circumstances under which they were made) contained in (A) the Shelf Registration Statement or any other registration statementstatement contemplated by this Agreement, prospectus, any preliminary prospectus or Free-Writing Prospectusfinal prospectus contained therein, or any amendment thereof or supplement thereto thereof, or any “free writing prospectus” (Bas defined in Rule 405 under the Securities Act) any application or other document or communication (in this Section 7, collectively called an “application”) executed prepared by or on behalf of the Corporation or used or referred to by the Corporation, in each case in connection therewith, or arise out of or are based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by in the Corporation case of a prospectus, in the light of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation circumstances under which they were made) not misleading, and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse each such Selling Holder Indemnified Party Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding Loss or actions or proceedings as such expenses are incurred and the foregoing, Selling Holder Indemnified Person notifies the Corporation shall of such expenses; provided, however, that the Corporation will not be liable in any such case if and to the extent that any such losses result from, arise Loss arises out of, are of or is based upon, or relate to upon an untrue statement or alleged untrue statement, statement or omission or alleged omission, omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in such registration statement, any such prospectus, preliminary or prospectus or Free-Writing Prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or in any application, in reliance uponon behalf of such Selling Holder Indemnified Person, and in conformity with, written information prepared and furnished in writing to shall survive the Corporation transfer of such securities by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified PartiesSelling Holder.

By the Corporation. The Corporation shall indemnify and hold harmlessIn the event of any registration of any of its Securities under the Securities Act as effected pursuant to this Warrant, the Corporation, to the extent permitted by law, shall indemnify and hold harmless the Holders of all Warrant Stock included in such Registration Statement, each Holderunderwriter (as defined in the Securities Act), each other Person who participates in the offering of such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representativesSecurities, and each Person other Person, if any, who controls such Holder (within the meaning of the Securities Act) (the “such Holder Indemnified Parties”) of Warrant Stock, underwriter or participating Person, against all any losses, claims, actionsdamages or liabilities, damagesjoint or several, to which such Holder, underwriter, participating Person, or controlling Person may become subject under the Securities Act or any other statute or at common law, in so far as such losses, claims, damages or liabilities and expenses (including with or actions in respect to actions thereof) arise out of or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, are based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i1) any untrue or alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which such Securities were registered under the Securities Act, any preliminary Prospectus or final Prospectus contained therein, or any summary Prospectus issued in (A) connection with any registration statement, prospectus, preliminary prospectus or Free-Writing ProspectusSecurities being registered, or any amendment thereof or supplement thereto thereto, or (B2) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed alleged omission to state in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of document a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act misleading, and shall reimburse each such Seller, or any other similar federal such underwriter, participating Person or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party controlling Person for any legal or any other expenses reasonably incurred by them such Holder, underwriter, participating Person or controlling Person in connection with investigating or defending any such losses. Notwithstanding the foregoingloss, damage, liability or action, provided, however, that the Corporation shall not be liable to any Holder, or any such underwriter, participating Person, or controlling Person in any such case to the extent that any such losses result fromloss, arise claim, damage or liability arises out of, are of or is based upon, or relate to an upon any alleged untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectusRegistration Statement, preliminary prospectus Prospectus, summary Prospectus, Prospectus, or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, thereto in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly Holder, specifically for use therein therein; and, provided, further that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, alleged untrue statement, omission or by alleged omission made in any preliminary Prospectus, final Prospectus, supplement or amendment, but eliminated or remedied in the final Prospectus or subsequent supplements and amendments, as the case may be, such Holder Indemnified Party’s failure indemnity agreement shall not inure to the benefit of the indemnified Person if the Person asserting any loss, claim, damage or liability if such Person had an obligation to deliver a copy of the registration materials eliminating or remedying the untrue statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) omission to the same extent as provided above with respect persons who purchased the securities and failed to the indemnification of the Holder Indemnified Partiesdo so.

By the Corporation. The Corporation shall indemnify and hold harmlessagrees to indemnify, to the fullest extent permitted by law, the Holders and each HolderPerson who participates as an underwriter in the offering or sale of the Designated Registrable Securities, such Holder’s their respective current and former directors, officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, employees and agents and representatives, and each Person who controls any Holder or any such Holder underwriter (within the meaning of the any Securities Act) (the “Holder Indemnified Parties”Laws) against all losses, claims, actions, damages, liabilities and expenses liabilities, expenses, costs (including with respect to actions or proceedingscosts of preparation, whether commenced or threatened, and including reasonable attorney attorney's fees and expensesany legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) caused by(collectively, resulting from, "Losses") arising out of, of or based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporationupon: (i) any untrue information or statement contained in a Prospectus, any filing made in connection with the Qualification under Securities Laws or compliance with "blue sky" rules or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC or any court or other competent authority based upon any misrepresentation or alleged untrue statement misrepresentation in a Prospectus, any filing made in connection with the Qualification under Securities Laws or any amendment thereto or based upon any failure or alleged failure to comply with Securities Laws (other than any failure to comply with Securities Laws by the Holder or the underwriters which is not as a result of material fact contained a failure or alleged failure of the Corporation to comply with Securities Laws); and (iii) non-compliance by the Corporation with any Securities Laws in connection with a Secondary Registration and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any registration statement, prospectus, preliminary prospectus information or Free-Writing Prospectus, statement referred to in clause (i) or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iiithis Section 4.2(a) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and has been furnished in writing to the Corporation by such Holder Indemnified Party the Holders or the underwriters expressly for use therein pursuant to Section 3.2(a) or Section 4.1; (B) caused by such Holder Indemnified Party’s the Holders' or any underwriter's failure to deliver comply with Securities Laws in a copy manner which is not a result of a failure or alleged failure of the registration statement Corporation to comply with Securities Laws or prospectus or (C) any amendments or supplements thereto after amounts paid in settlement of any claim have been paid if such settlement is effected without the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies prior written consent of the same. In connection with an underwritten offeringCorporation, the Corporation which consent shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Partiesnot be unreasonably withheld or delayed.

By the Corporation. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and any successors and assigns thereof, each Person who controls such Holder (within the meaning of the Securities Act) and each Management Holder (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue statement or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

By the Corporation. The Corporation shall indemnify and hold harmlessagrees to indemnify, to the fullest extent permitted by law, the Holders and each HolderPerson who participates as an underwriter in the offering or sale of the Designated Registrable Securities, such Holder’s their respective current and former directors, officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, employees and agents and representatives, and each Person who controls any Holder or any such Holder underwriter (within the meaning of the any Securities Act) (the “Holder Indemnified Parties”Laws) against all losses, claims, actions, damages, liabilities and expenses liabilities, expenses, costs (including with respect to actions or proceedingscosts of preparation, whether commenced or threatened, and including reasonable attorney attorney’s fees and expensesany legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) caused by(collectively, resulting from, “Losses”) arising out of, of or based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporationupon: (i) any untrue information or statement contained in a Prospectus, any filing made in connection with the Qualification under Securities Laws or compliance with “blue sky” rules or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC or any court or other competent authority based upon any misrepresentation or alleged untrue statement misrepresentation in a Prospectus, any filing made in connection with the Qualification under Securities Laws or any amendment thereto or based upon any failure or alleged failure to comply with Securities Laws (other than any failure to comply with Securities Laws by the Holder or the underwriters, as applicable, which is not as a result of material fact contained a failure or alleged failure of the Corporation to comply with Securities Laws); and (iii) non-compliance by the Corporation with any Securities Laws in connection with a Secondary Registration and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any registration statement, prospectus, preliminary prospectus information or Free-Writing Prospectus, statement referred to in clause (i) or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iiithis Section 4.2(a) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and has been furnished in writing to the Corporation by such Holder Indemnified Party the Holders or the underwriters, as applicable, expressly for use therein pursuant to Section 3.2(a) or Section 4.1; (B) caused by such Holder Indemnified Partythe Holders’ or any underwriter’s failure, as applicable, to comply with Securities Laws in a manner which is not a result of a failure to deliver a copy or alleged failure of the registration statement Corporation to comply with Securities Laws or prospectus or (C) any amendments or supplements thereto after amounts paid in settlement of any claim have been paid if such settlement is effected without the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies prior written consent of the same. In connection with an underwritten offeringCorporation, the Corporation which consent shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Partiesnot be unreasonably withheld or delayed.

By the Corporation. The Corporation shall indemnify agrees to indemnify, defend and hold harmless, to the fullest extent permitted by law, each Holder, such Holder’s Stockholder and each of their respective Affiliates and their respective officers, directors, employees, managers, employees, partners, stockholders, members, trustees, Affiliatesadvisors, agents and representatives, representatives and each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (the “Holder Indemnified Parties”) such Stockholder or such other Person indemnified under this Section 5.1 from and against all losses, claims, actions, damages, liabilities and expenses expenses, whether joint or several (including with respect to actions or proceedings, whether commenced or threatened, reasonable expenses of investigation and including reasonable attorney attorneys’ fees and expenses) caused by(collectively, resulting fromthe “Losses”), arising to which they are or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common law or otherwise, insofar as such Losses arise out of, are based upon upon, are caused by or related relate to any of the following statements, omissions or violations untrue statement (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement statement) of a material fact contained or incorporated in (A) any registration statement, prospectus or preliminary prospectus, preliminary prospectus offering circular, offering memorandum or Free-Disclosure Package (including a Free Writing Prospectus, ) or any amendment thereof or supplement thereto or (B) any application filing or other document incidental to such registration or communication (in this Section 7, collectively called an “application”) executed by or on behalf qualification of the Corporation securities as required by this Agreement, or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission (or alleged omission omission) of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by misleading, except that no Person indemnified shall be indemnified hereunder insofar as the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, same are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, conformity with and in reliance upon, and in conformity with, written on information prepared and furnished in writing to the Corporation by such Holder Indemnified Party Person concerning such Person expressly for use therein or by such Holder Indemnified Party’s failure therein. Such indemnification obligation shall be in addition to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after liability that the Corporation has furnished may otherwise have to any such Holder Indemnified Party with a sufficient number of copies of the sameindemnified person. In connection with an underwritten offeringUnderwritten Offering and without limiting any of the Corporation’s other obligations under this Agreement, the Corporation shall also indemnify such underwriters, their officers and officers, directors, employees and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other Person indemnified under this Section 5.1 to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Selling Stockholders. Reimbursements payable pursuant to the Holder Indemnified Partiesindemnification contemplated by this Section 5.1 will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.

By the Corporation. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Corporation shall indemnify and hold harmlessharmless each Selling Holder thereunder, to the extent permitted by lawits directors, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, Affiliates and each Person Person, if any, who controls such Selling Holder (or its Affiliates within the meaning of the Securities Act and the Exchange Act) , and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified PartiesPersons”) ), against all any losses, claims, actions, damages, expenses or liabilities and expenses (including with respect reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expensesin respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (Awhich, for the avoidance of doubt, includes documents incorporated by reference in) such Registration Statement or any other registration statementstatement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement or Free-Writing Prospectusfinal prospectus contained therein, or any amendment thereof or supplement thereof, or any free writing prospectus relating thereto or (B) any application arise out of or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or are based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by in the Corporation case of a prospectus, in light of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation circumstances under which they were made) not misleading, and relating to action or inaction required of the Corporation in connection with any shall reimburse each such registration, qualification or compliance. In addition, the Corporation will reimburse such Selling Holder Indemnified Party Person for any legal or any other expenses reasonably incurred by them in connection with investigating investigating, defending or defending resolving any such losses. Notwithstanding the foregoingLoss or actions or proceedings; provided, however, that the Corporation shall not be liable in any such case if and to the extent that any such losses result from, arise Loss arises out of, are of or is based upon, or relate to upon an untrue statement or alleged untrue statement, statement or omission or alleged omission, omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in such Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance uponSelling Holder Indemnified Person, and in conformity with, written information prepared and furnished in writing to shall survive the Corporation transfer of such securities by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified PartiesSelling Holder.

By the Corporation. The Corporation shall agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder, such Holder’s Selling Stockholder and each of their respective Affiliates and their respective officers, directors, employees, managers, employees, partners, stockholders, members, trustees, Affiliates, partners and agents and representatives, and each Person who controls such Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (the “Holder Indemnified Parties”such Selling Stockholder or such other Person indemnified under this Section 3.8(a) from and against all losses, claims, actions, damages, liabilities and expenses expenses, whether joint or several (including with respect to actions or proceedings, whether commenced or threatened, reasonable expenses of investigation and including reasonable attorney attorneys’ fees and expenses) caused by(collectively, resulting fromthe “Losses”), arising to which they are or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law (including any applicable “blue sky” laws), rule or regulation, at common law or otherwise, insofar as such Losses arise out of, are based upon upon, are caused by or related relate to any of the following statements, omissions or violations untrue statement (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement statement) of a material fact contained in (A) any registration statement, prospectus or preliminary prospectus, preliminary prospectus offering circular, offering memorandum or Free-Disclosure Package (including the Free Writing Prospectus, ) or any amendment thereof or supplement thereto or (B) any application filing or other document incidental to such registration or communication (in this Section 7, collectively called an “application”) executed by or on behalf qualification of the Corporation securities as required by this Agreement, or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission (or alleged omission omission) of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by misleading, except that no Person indemnified shall be indemnified hereunder insofar as the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, same are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, conformity with and in reliance upon, and in conformity with, written on information prepared and furnished in writing to the Corporation by such Holder Indemnified Party Person concerning such Person expressly for use therein or by such Holder Indemnified Party’s failure therein. Such indemnification obligation shall be in addition to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after liability that the Corporation has furnished may otherwise have to any such Holder Indemnified Party with a sufficient number of copies of the sameindemnified person. In connection with an underwritten offeringUnderwritten Offering and without limiting any of the Corporation’s other obligations under this Agreement, the Corporation shall also indemnify such underwriters, their officers and officers, directors, employees and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other Person indemnified under this Section 3.8(a) to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Selling Stockholders. Reimbursements payable pursuant to the Holder Indemnified Partiesindemnification contemplated by this Section 3.8(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.

By the Corporation. The Corporation shall indemnify and hold harmlessagrees to indemnify, to the fullest extent permitted by law, the Holders and each HolderPerson who participates as an underwriter in the offering or sale of the Designated Registrable Securities, such Holder’s their respective current and former directors, officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, employees and agents and representatives, and each Person who controls any Holder or any such Holder underwriter (within the meaning of the any Securities Act) (the “Holder Indemnified Parties”Laws) against all losses, claims, actions, damages, liabilities and expenses liabilities, expenses, costs (including with respect to actions or proceedingscosts of preparation, whether commenced or threatened, and including reasonable attorney attorney’s fees and expensesany legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) caused by(collectively, resulting from, “Losses”) arising out of, of or based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporationupon: (i) any untrue information or statement contained in a Prospectus, any filing made in connection with the Qualification under Securities Laws or compliance with “blue sky” rules or any amendment thereto which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, the SEC or any court or other competent authority based upon any misrepresentation or alleged untrue statement misrepresentation in a Prospectus, any filing made in connection with the Qualification under Securities Laws or any amendment thereto or based upon any failure or alleged failure to comply with Securities Laws (other than any failure to comply with Securities Laws by the Holder or the underwriters which is not as a result of material fact contained a failure or alleged failure of the Corporation to comply with Securities Laws); and (iii) non-compliance by the Corporation with any Securities Laws in connection with a Secondary Registration and the distribution effected thereunder, except in the case of any of the foregoing insofar as (A) any registration statement, prospectus, preliminary prospectus information or Free-Writing Prospectus, statement referred to in clause (i) or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iiithis Section 4.2(a) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and has been furnished in writing to the Corporation by such Holder Indemnified Party the Holders or the underwriters expressly for use therein pursuant to Section 3.2(a) or Section 4.1; (B) caused by such Holder Indemnified Partythe Holders’ or any underwriter’s failure to deliver comply with Securities Laws in a copy manner which is not a result of a failure or alleged failure of the registration statement Corporation to comply with Securities Laws or prospectus or (C) any amendments or supplements thereto after amounts paid in settlement of any claim have been paid if such settlement is effected without the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies prior written consent of the same. In connection with an underwritten offeringCorporation, the Corporation which consent shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Partiesnot be unreasonably withheld or delayed.