Common use of By the Company Clause in Contracts

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company agrees to, and will indemnify and hold harmlesscause each of its Subsidiaries to agree to, indemnify, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holder’s its officers, directors directors, members, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct stockholders and indirect equityholders, consultants general and representatives, and any successors and assigns thereof, limited partners and each Person who controls such holder (within the meaning of the Securities Act and Exchange Act) (the “Indemnified Parties”) against any and all losses, claims, actions, damages, liabilities and expenses (including with respect to or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectivelyin respect thereof), “Losses”) caused by, resulting fromjoint or several, arising out of, of or based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectusreports required and other documents filed under the Exchange Act, prospectus or preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto thereto, together with any documents incorporated therein by reference, or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification disclosure document or compliance. In addition, the Company will other document and shall reimburse such Indemnified Party holder, officer, director, member, employee, agent, stockholder, partner or controlling Person for any legal or other expenses, including any other expenses reasonably amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them such holder, officer, director, member, employee, agent, stockholder, partner or controlling Person in connection with investigating the investigation or defending any defense of such Losses. Notwithstanding loss, claim, damage, liability or expense, except insofar as the foregoing, the Company will not be liable same are caused by or contained 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 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 Company by such Indemnified Party holder expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and officers, directors, agents and employees 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement holders of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerRegistrable Securities.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (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 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 omissionomission , 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holder’s officers, directors employees, agents, fiduciaries, stockholdersdirectors, managers, partnersemployees, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (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 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholdersdirectors, managers, partnersemployees, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder 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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company 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 Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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-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 Company 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 Company has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will agrees to indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holder, such Holder’s Selling Shareholder and its Affiliates and their respective officers, directors directors, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct partners and indirect equityholders, consultants and representatives, and any successors and assigns thereof, agents 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 “Indemnified Parties”) such Selling Shareholder or such other indemnified Person from and against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, reasonable expenses of investigation and including reasonable attorney attorneys’ fees and expenses) (collectively, the “Losses”) caused by, resulting from, arising out of, based upon from or related relating to any of the following (each, a “Violation”) by the Company: (i) violations of any applicable securities law by the Company in connection with any registration or offering undertaken pursuant to the terms of this Article V (except to the extent any such violations were caused by actions or inactions of such Selling Shareholder in such registration or offering) or (ii) any untrue statement (or alleged untrue statement statement) of a material fact contained in (A) any registration statement, prospectus, prospectus or preliminary prospectus or Free-Free Writing Prospectus, Prospectus or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 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 Company therein, in light of the Securities Act or circumstances under which they were made, not misleading, except insofar as the same are caused by any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by such Indemnified Party Selling Shareholder expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offeringUnderwritten Offering and without limiting any of the Company’s other obligations under this Agreement, the Company will shall also 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 customarily provided. Reimbursements payable pursuant to the indemnification of contemplated by this Section 5.8(a) will be made by periodic payments during the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless course of any investigation made by or on behalf of such Indemnified Party defense, as and shall survive the transfer of such securities by such sellerwhen bills are received or expenses incurred.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors directors, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliatesAffiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Violation or alleged violation Violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holderholder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (Aa) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (Bb) any application or other document or communication (in this Section 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such an Indemnified Party expressly for use therein or by such an Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holderholder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (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 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s affiliates and their respective officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholdersequity holders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act or the Exchange Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in in: (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto thereto, or (B) any application or other document or communication (in this Section 6section 5, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading; or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating investigating, defending or defending settling any such Losses. Notwithstanding the foregoing, the Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors directors, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holderholder’s officers, directors employees, agents, fiduciaries, stockholdersmembers, managers, partnersofficers, membersdirectors, affiliatesemployees, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 any registration statement, any such prospectus, preliminary prospectus or Free-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 Company by or on behalf of such Indemnified Party holder of Registrable Securities expressly for use therein or by such Indemnified Partyholder’s failure to deliver a copy of the registration statement or 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 Indemnified Party holder with a sufficient number of copies of the samesame prior to any written confirmation of the sale of Registrable Securities. In connection with an underwritten offeringPublic Offering, the Company will shall indemnify the underwriters for such underwritersPublic Offering, 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will indemnify and hold harmlessshall indemnify, to the fullest extent permitted by law and without limitation law, the Stockholder and, as to timeapplicable, each Holder, such Holder’s officers, directors employees, agents, fiduciariesof its trustees, stockholders, members, directors, managers, partners, members, affiliates, direct officers and indirect equityholders, consultants and representatives, and any successors and assigns thereofemployees, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) ), against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedingsincluding, whether commenced or threatenedbut not limited to, and including reasonable attorney attorneys’ fees and expenses) or actions or proceedings in respect thereof (collectively, “Losses”whether or not such indemnified Person is party thereto) caused by, resulting from, arising out of, of or based upon or related to any of the following (each, a “Violation”) by the Company: (ia) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectuspreliminary prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (including, in this Section 6each case, collectively called an “application”) executed all documents incorporated therein by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereofreference), (iib) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iiic) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company or any of its Subsidiaries and relating to action or inaction required of the Company in connection with any such registration, qualification disclosure document or compliance. In additionrelated document or report, except insofar as the Company will reimburse such Indemnified Party for any legal same are caused by or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoing, the Company will not be liable contained 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 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 Company by such Indemnified Party the Stockholder expressly for use therein or by such Indemnified Partythe Stockholder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party the Stockholder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, 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 Indemnified Parties Stockholder. The payments required by this Section 7.1 will be made promptly during the course of the investigation or defense, as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of when bills are received or expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerincurred.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmlessharmless each Selling Holder thereunder and each underwriter, pursuant to the fullest extent permitted by law and without limitation as to timeapplicable underwriting agreement with such underwriter, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, of Registrable Securities thereunder and each Person Person, if any, who controls such holder (Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act) (the “Indemnified Parties”) , against all any losses, claims, actions, damages, damages or liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expensesattorneys' fees) (collectively, “"Losses”"), joint or several, to which such Selling Holder or underwriter or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of any material fact contained in (A) any registration statementRegistration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, prospectus, any preliminary prospectus or Free-Writing Prospectusfinal prospectus contained therein, or any amendment thereof or supplement thereto thereof, or (B) any application arise out of or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company 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 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 the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company misleading, and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse each such Indemnified Party Selling Holder, each such underwriter and each such controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoingLoss or actions; provided, however, that the Company will not be liable in any such case if and 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 upon an untrue statement, statement or omission, alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such registration statementSelling Holder, any such prospectus, preliminary prospectus underwriter 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 such controlling Person in writing to the Company by such Indemnified Party expressly specifically for use therein in such Registration Statement or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerprospectus.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holder, such Holder’s officers, directors directors, managers, employees, agents, fiduciariespartners, stockholders, managers, partners, members, affiliatestrustees, direct and indirect equityholdersAffiliates, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder 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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (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 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company 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 Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company 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 Company has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will shall indemnify and hold harmlessharmless each Selling Holder thereunder, to the fullest extent permitted by law and without limitation as to timeits directors, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct employees and indirect equityholders, consultants and representatives, and any successors and assigns thereof, agents and each Person Person, if any, who controls such holder (Selling Holder within the meaning of the Securities Act and the Exchange Act) , and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified PartiesPersons”) ), against all any losses, claims, actions, damages, expenses or liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney 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, in respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (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 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 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company 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 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 Company 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 Company circumstances under which they were made) not misleading, and relating to action or inaction required of the Company in connection with any shall reimburse each such registration, qualification or compliance. In addition, the Company 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 Company will 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 or omission or alleged 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 omissionprospectus supplement, 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringapplicable. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Party Person, and shall survive the transfer of such securities by such sellerSelling Holder.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors directors, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmlessharmless each Selling Holder thereunder, to the fullest extent permitted by law its Affiliates and without limitation as to timetheir respective directors, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct employees and indirect equityholders, consultants and representatives, and any successors and assigns thereof, agents and each Person underwriter pursuant to the applicable underwriting agreement with such underwriter and each Person, if any, who controls such holder (Selling Holder or underwriter within the meaning of the Securities Act) Act and the Exchange Act and its directors, officers, employees and agents (collectively, the “Selling Holder Indemnified PartiesPersons”) ), against all any losses, claims, actions, damages, expenses or liabilities and expenses (including with respect to actions or proceedingsreasonable attorneys’, whether commenced or threatened, accountants’ and including reasonable attorney experts’ 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, in respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of any material fact contained in (A) the Shelf Registration Statement or any other registration statementstatement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement, free writing prospectus (or Free-Writing Prospectusroadshow or other similar marketing material) or final prospectus, or any amendment or supplement thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, (ii) any the 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 Company 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 Company circumstances under which they were made) not misleading, and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company 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 the foregoingLoss or actions or proceedings; provided, however, that the Company 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, statement or omission, alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement, statement or any such prospectus, preliminary prospectus or Free-Writing Prospectus contained therein 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringthereof. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Party Person and shall survive the transfer of such securities by such sellerSelling Holder.

By the Company. The Company will indemnify and hold harmlessagrees to indemnify, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities being sold, such Holder’s its directors, officers, directors employees, agents, fiduciaries, stockholdersmembers, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereofagents, and each Person other Person, if any, who controls such holder (within the meaning of the Securities ActAct and the rules and regulations thereunder) (the “Indemnified Parties”) such holder against all losses, claims, actions, damages, liabilities liabilities, and expenses (including legal fees and expenses and all costs incident to investigation or preparation with respect to actions or proceedingssuch losses, whether commenced or threatenedclaims, damages, liabilities, and including reasonable attorney fees expenses and expensesto reimburse such indemnified Person for such costs as incurred) (collectively, the “Losses”) caused by, resulting from, arising out of, based upon or related relating to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, or 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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 a fact necessary to make the statements therein not misleading misleading, except insofar as the same are caused by or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will not be liable contained 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 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 Company by or on behalf of such Indemnified Party holder in writing expressly for use therein or by such Indemnified Partyholder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party holder with a sufficient number of copies of the samesame and notified such holder of such obligation. In connection with an underwritten offeringoffering and without limiting any of the Company’s other obligations under this Agreement, the Company will shall indemnify such underwriters, their officers and officers, directors, employees, and agents and each Person who controls such underwriters (within the meaning of the Securities ActAct and the rules and regulations thereunder) such underwriters or such an other indemnified Person to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement holders of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerRegistrable Securities being sold.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (eachstatements, a “Violation”) omissions or violations by the Company: (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 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Free‑Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The In connection with any registration statement filed by the Company will indemnify and hold harmlesspursuant to Section 2.1 or 2.2 hereof, to the fullest extent permitted by law law, the Company shall and without limitation as hereby agrees to timeindemnify and hold harmless (i) each Stockholder and seller of any Registrable Common Stock covered by such registration statement, (ii) each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each other Person who participates as an underwriter in the offering or sale of such securities, (iii) each other Person, if any, who controls such holder (within the meaning of the Securities Exchange Act) such Stockholder or seller or any such underwriter, and (the iv) their respective shareholders, members, directors, officers, managers, employees, partners, agents and Affiliates (each, a “Indemnified PartiesCompany Indemnitee”) ), against all any losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees in respect thereof, whether or not such indemnified party is a party thereto), joint or several, and expenses, including the reasonable fees, disbursements and other charges of legal counsel and reasonable costs of investigation, in each case to which such Company Indemnitee may become subject under the Securities Act or otherwise (collectively, a “Loss” or “Losses”), insofar as such Losses arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered or otherwise offered or sold under the Securities Act or otherwise, any preliminary prospectus, final prospectus or summary prospectus related thereto, or any amendment or supplement thereto (or any document incorporated by reference therein) (collectively, “LossesOffering Documents”) caused by), resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 to state in such Offering Documents a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were made not misleading misleading, or (iiiC) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any law, rule or regulation promulgated thereunder applicable to the Company and relating to action required of or inaction required of by the Company in connection with any such registration, qualification or compliance. In addition; provided that, the Company will reimburse such 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 Company will shall not be liable in any such case 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, statement or omission, 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, Offering Documents in reliance upon, upon and in conformity with, written with information prepared and furnished in writing to the Company in a writing duly executed by such Indemnified Party Company Indemnitee specifically stating that it is expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after therein; and provided, further, that the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each shall not be liable to any Person who participates as an underwriter in the offering or sale of shares of Registrable Common Stock or who controls such underwriters (within the meaning of the Securities Exchange Act) such underwriter, in any such case to the extent that any such Loss arises out of such Person’s failure to send or give a copy of the final prospectus (including any documents incorporated by reference therein), as the same extent as provided above with respect may be then supplemented or amended, to the indemnification Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the Indemnified Parties sale of Registrable Common Stock to such Person if such statement or as otherwise agreed to omission was corrected in the underwriting agreement executed in connection with such underwritten offeringfinal prospectus. Such The foregoing indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party any Company Indemnitee and shall survive the transfer of such securities by such sellerCompany Indemnitee.

By the Company. The Company will indemnify and hold harmlessagrees to indemnify, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities being sold, such Holder’s its officers, directors employees, agents, fiduciaries, stockholdersdirectors, managers, partners, stockholders, members, affiliates, direct employees and indirect equityholders, consultants and representatives, and any successors and assigns thereof, agents and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) such holder or such an other indemnified Person 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) (collectively, the “Losses”) caused by, resulting from, arising out of, based upon from or related relating to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, prospectus or 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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 a fact necessary to make the statements therein not misleading misleading, except insofar as the same are caused by or (iii) contained in any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable information furnished to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by or on behalf of such Indemnified Party holder expressly for use therein or by such Indemnified Partyholder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party holder with a sufficient number of copies of the samesame as required by Article II hereof. In connection with an underwritten offeringoffering and without limiting any of the Company’s other obligations under this Agreement, the Company will shall indemnify such underwriters, their officers and officers, directors, employees and agents and each Person who controls such underwriters (within the meaning of the Securities Act) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement holders of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerRegistrable Securities being sold.

By the Company. The Company will indemnify shall, and hold harmlessshall cause each of its Subsidiaries to agree to, indemnify, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Shares, such Holder’s its officers, directors directors, members, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct stockholders and indirect equityholders, consultants general and representatives, and any successors and assigns thereof, limited partners and each Person who controls such holder (within the meaning of the Securities Act and Exchange Act) (the “Indemnified Parties”) against any and all losses, claims, actions, damages, liabilities and expenses (including with respect to or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectivelyin respect thereof), “Losses”) caused by, resulting fromjoint or several, arising out of, of or based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectusreports required and other documents filed under the Exchange Act, prospectus or preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto thereto, together with any documents incorporated therein by reference, or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification disclosure document or compliance. In addition, the Company will other document and shall reimburse such Indemnified Party holder, officer, director, member, employee, agent, stockholder, partner or controlling Person for any legal or other expenses, including, without limitation, any other expenses reasonably amounts paid in any settlement effected with the consent of the Company, which consent shall not be unreasonably withheld or delayed, incurred by them such holder, officer, director, member, employee, agent, stockholder, partner or controlling Person in connection with investigating the investigation or defending any defense of such Losses. Notwithstanding loss, claim, damage, liability or expense, except insofar as the foregoing, the Company will not be liable same are caused by or contained 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 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 Company by such Indemnified Party holder expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offering, the Company will shall indemnify such underwriters, their officers and officers, directors, agents and employees 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement holders of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerRegistrable Shares.

By the Company. The Company will shall indemnify and hold harmless, to harmless the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereofPlacement Agent, and each Person who controls such holder (within the meaning officer, director, controlling person and agent of the Securities Act) (the “Indemnified Parties”) Placement Agent, from and against all any losses, claims, actions, damages, or liabilities and expenses to which the Placement Agent or such other person may become subject (including with respect to under the Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expensesproceedings in respect thereof) (collectively, “Losses”) caused by, resulting from, arising arise out of, or are based upon or related to any of the following (eachupon, a “Violation”) by the Company: either (i) the failure of the Company or any untrue of its directors, officers, affiliates, agents (other than the Placement Agent), controlling persons, and/or employees (the "Company Agents") to comply with the covenants and agreements contained herein or alleged in the Offering Literature; (ii) the inaccuracy of any representation or warranty of the Company herein; (iii) any untrue statement of a 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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 from the Offering Literature on the date thereof or necessary to make on the statements therein not misleading date of the Closing; or (iiiiv) arising out of any violation or alleged violation failure by the Company of the Securities Act or any other similar federal Company Agent to fulfill any undertaking or state securities laws a breach of a representation included herein or any rule or regulation promulgated thereunder applicable to in the Offering Literature, and the Company and relating to action or inaction required of shall reimburse the Company in connection with Placement Agent and/or any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party other person for any legal or any other expenses reasonably incurred by them in connection with investigating investigating, defending, or defending preparing to defend any such Losses. Notwithstanding the foregoingaction, proceeding, or claim; provided, however, that the Company will shall not be liable to the Placement Agent or any such other person in any such case to the extent that any such Losses result fromloss, arise claim, damage, or liability arises out of, are or is based upon, or relate to (A) an untrue statement, or omission, statement made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, Offering Literature in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party the Placement Agent specifically for use in the Offering Literature; (B) the failure of the Placement Agent or any of its directors, officers, affiliates, agents, controlling persons, and/or employees to comply with the covenants and shall survive agreements contained herein or in the transfer Offering Literature; or (C) the inaccuracy of such securities by such sellerany representation or warranty of the Placement Agent herein.

By the Company. The Company will shall indemnify and hold harmlessharmless Subscriber, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of Subscriber, each individual or entity who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, a “Subscriber Indemnified Party”), to the fullest extent permitted by law applicable law, from and without limitation against any and all Losses, as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting fromincurred, arising out of, based upon of or related relating to any of the following (each, a “Violation”) by the Company: (i1) any untrue or alleged untrue statement of a material fact contained in (A) a Registration Statement, any registration statement, prospectus, preliminary related prospectus or Free-Writing Prospectus, any form of prospectus or in any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order preliminary prospectus, or arising out of or relating 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 (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (iii2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other similar federal or state securities laws law, or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company thereunder, in connection with any such registrationthe performance of its obligations under Article III, qualification or compliance. In addition, the Company will reimburse such 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 Company will not be liable in any such case except to the extent extent, but only to the extent, that any (i) such Losses result from, arise out of, untrue statements or omissions are based upon, or relate to an untrue statement, or 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 upon information prepared and regarding Subscriber furnished in writing to the Company by such Indemnified Party expressly party for use therein or by such Indemnified Party’s failure to deliver a copy therein. The Company shall notify Subscriber promptly of the registration statement institution, threat or prospectus assertion of any proceeding arising from or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement the transactions contemplated by Article III of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive which the transfer of such securities by such sellerCompany is aware.

By the Company. The If underwriters are engaged in connection with any registration referred to in Section 1, the Company will shall provide indemnification, representations, covenants, opinions and other assurances to the underwriters in form and substance reasonably satisfactory to such underwriters and the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmlessharmless each Investor, its directors and officers, and each person, if any, who controls the Investor within the meaning of the Securities Act and the Securities Exchange Act, of 1934, as amended, and any agent thereof (collectively, “Indemnified Persons”), to the fullest extent permitted by law applicable law, from and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and against any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of investigating, preparing or defending any such loss, claim, damage or liability and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, damages, liabilities and expenses (including with respect to actions suits or proceedings, whether commenced civil, criminal, administrative or threatenedinvestigative, and including reasonable attorney fees and expenses) in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”) caused by), resulting fromas incurred, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) resulting from any untrue statement or alleged untrue statement of any material fact contained in (A) any the registration statement, the related prospectus, preliminary prospectus or Free-Writing Prospectusfree writing prospectus, or any amendment thereof or supplement thereto thereto, or (B) any application or other document or communication (in this Section 6arise out of, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of resulting from the Company 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 to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading or (iii) any violation or alleged violation by misleading; provided, however, that the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will shall not be liable in any such case or to any Indemnified Person to the extent that any such Losses result from, arise Loss arises out of, are is based upon, upon or relate to results from an untrue statement, statement or omission, alleged untrue statement or omission or alleged omission or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation of the registration statement, any such the related prospectus, preliminary prospectus or Free-Writing Prospectus 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party Person, and shall survive the transfer of such securities by such sellerInvestor.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timeapplicable Law, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (eachstatements, a “Violation”) omissions or violations by the Company: (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 64.6(a), collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each harmless any Holder, such Holder’s its officers, directors directors, employees, agents, fiduciaries, stockholders, managersmembers, partners, membersand advisors and its respective Affiliates, affiliates, direct and indirect equityholders, consultants and representatives, and each broker or any successors and assigns thereof, other Person acting on behalf of such Holder and each Person other Person, if any, who controls such holder (any of the foregoing Persons within the meaning of the Securities Act) (Act or the “Indemnified Parties”) Exchange Act against all losses, claims, actions, damages, liabilities, or actions joint or several (or actions in respect thereof), to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state securities Law, insofar 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) (collectively, “Losses”) caused by, resulting from, arising out of, are based upon or related to any of the following statements, omissions or violations (each, collectively a “Violation”) by the Company: ): (i) any untrue statement or alleged untrue statement of a material fact contained in (A) such Registration Statement including any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, Prospectus contained therein or any amendment thereof amendments or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, supplements thereto; (ii) any omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading; or (iii) any violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws Law or any rule or regulation promulgated thereunder applicable to under the Company and relating to action Securities Act, the Exchange Act or inaction required of the Company any federal or state securities Law in connection with any such registration, qualification or compliance. In addition, registration statement; and the Company will reimburse such Indemnified Party Holder and each such officer, director, employee, member, partner, and advisor and their respective Affiliates, each broker or any other Person acting on behalf of such Holder or controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoingloss, claim, damage, liability or action; provided, however, the indemnity agreement contained in this Section 8.18(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such Losses result from, arise it arises out of, are of or is based upon, or relate to an untrue statement, or 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, upon a Violation which occurs in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of registration by any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerforegoing Person.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holder, such Holder’s officers, directors directors, managers, employees, agents, fiduciariesbrokers, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants dealers and representatives, and any successors and assigns thereof, and each Person who controls such holder 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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company 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 Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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-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 Company 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 Company has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will shall, notwithstanding any termination of this Agreement, indemnify and hold harmlessharmless each Holder and the Placement Agent, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder or the Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by law applicable law, from and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct against any and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses“ Losses ”) caused by), resulting fromas incurred, arising out of, based upon of or related relating to any of the following (each, a “Violation”) by the Company: (i1) any untrue or alleged untrue statement of a material fact contained in (A) a Registration Statement, any registration statement, prospectus, preliminary Prospectus or any form of prospectus or Free-Writing Prospectus, or in any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order preliminary prospectus, or arising out of or relating 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 (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (iii2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other similar federal or state securities laws law, or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company thereunder, in connection with any such registrationthe performance of its obligations under this Agreement, qualification or compliance. In addition, the Company will reimburse such 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 Company will not be liable in any such case except to the extent extent, but only to the extent, that any (i) such Losses result from, arise out of, untrue statements or omissions are based upon, or relate to an untrue statement, or omission, made in solely upon information regarding 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 Holder furnished in writing to the Company by such Indemnified Party Holder expressly for use therein therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Indemnified Party’s failure to deliver Holder expressly for use in a copy Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Exhibit A hereto for this purpose) or (ii) in the case of an occurrence of an event of the registration statement type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or prospectus or any amendments or supplements thereto defective Prospectus after the Company has furnished notified such Indemnified Party with a sufficient number of copies Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the sameAdvice contemplated in Section 6(d). In connection with an underwritten offering, The Company shall notify the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning Holders promptly of the Securities Act) to the same extent as provided above with respect to the indemnification institution, threat or assertion of the Indemnified Parties any Proceeding arising from or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement the transactions contemplated by this Agreement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive which the transfer of such securities by such sellerCompany is aware.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s affiliates and their respective officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholdersequity holders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act or the Exchange Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 thereto, or (B) any application or other document or communication (in this Section 65, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating investigating, defending or defending settling any such Losses. Notwithstanding the foregoing, the Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. (i) The Company will agrees to indemnify and hold harmless, to the fullest extent permitted harmless each Participating Shareholder holding Registrable Securities covered by law and without limitation as to timea Registration Statement, each Holdermember, trustee, limited or general partner thereof, each member, trustee, limited or general partner of each such Holder’s member, limited or general partner, each of their respective Affiliates, officers, directors employees, agents, fiduciariesdirectors, stockholders, managersshareholders, partnersemployees, membersadvisors and agents, affiliateseach Person, direct and indirect equityholdersif any, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (Person within the meaning of Section 15 of the Securities Act) (Act or Section 20 of the “Indemnified Parties”) Exchange Act and each of their Representatives from and against any and all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, reasonable expenses of investigation and including reasonable attorney attorneys’ fees and expenses) (collectively, “LossesDamages”) caused by, resulting from, arising out of, based upon by or related relating to any of the following (each, a “Violation”) by the Company: (iA) any untrue statement or alleged untrue statement of a material fact contained in (Ax) any registration statementRegistration Statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), prospectus, any preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto “issuer free writing prospectus” (as defined in Rule 433 of the Securities Act) or (By) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws Laws thereof, (iiB) 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 misleading, or (iiiC) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws Laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse except in all cases insofar as such Indemnified Party for any legal Damages are caused by or any other expenses reasonably incurred by them in connection with investigating or defending related to any such Losses. Notwithstanding the foregoing, the Company will not be liable untrue statement or omission or alleged untrue statement or omission so made based upon or contained 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 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 Company by such Indemnified Party Participating Shareholder expressly for use therein or by such Indemnified PartyParticipating Shareholder’s failure to deliver a copy of the registration statement or prospectus, the issuer free writing prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party Participating Shareholder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will agrees to indemnify and hold harmlessreimburse, to the fullest extent permitted by law and without limitation as to timelaw, each Holder, such Holder’s its officers, directors employees, agents, fiduciaries, stockholdersdirectors, managers, partners, membersshareholders, affiliates, direct employees and indirect equityholders, consultants and representatives, and any successors and assigns thereof, agents and each Person who controls such holder each Holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect including, but not limited to, reasonable attorneys’ fees) to which that Holder or any of its directors, managers, officers, partners, shareholders, members, employees, agents or controlling Persons may become subject under the Securities Act or otherwise, to the extent such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expensesin respect thereof) (collectively, “Losses”) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, prospectus or preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto thereto, or (B) any application or other document or communication (in this Section 6collectively, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration statement 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 misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, and the Company will reimburse each Holder and each such Indemnified Party director, officer, partner, shareholder, employee, agent and controlling Person (within the meaning of the Securities Act) for any legal or any other expenses reasonably incurred by them in connection with investigating investigating, preparing to defend or defending any such Losses. Notwithstanding the foregoingloss, claim, liability, action or proceeding; except the Company will not be liable in any such case to a Holder insofar as the extent that any such Losses result from, arise out of, same are based upon, directly caused by statements or relate to an untrue statement, or omission, omissions 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, on and in strict conformity with, written with the information prepared and furnished in writing to the Company by such Indemnified Party Holder expressly for use therein or by such Indemnified PartyHolder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party that Holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and officers, directors, partners and shareholders and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to customary. The payments required by this Section 6.1 will be made periodically during the indemnification course of the Indemnified Parties investigation, preparation of defense or defense, as otherwise agreed and when bills are received or expenses incurred, subject to an obligation of repayment in the underwriting agreement executed in connection with event such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such selleris determined not to be owed.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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, statement or omission, 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, harmless each Holder, such Holder’s its officers, directors directors, employees, agents, fiduciaries, stockholders, managersmembers, partners, membersand advisors and their respective Affiliates, affiliateseach underwriter, direct and indirect equityholders, consultants and representatives, and broker or any successors and assigns thereof, other Person acting on behalf of such Holder and each Person other Person, if any, who controls such holder (any of the foregoing Persons within the meaning of the Securities Act) (Act or the “Indemnified Parties”) Exchange Act against all losses, claims, actions, damages, liabilities, or actions joint or several (or actions in respect thereof), to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state securities Law, insofar 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) (collectively, “Losses”) caused by, resulting from, arising out of, are based upon or related to any of the following statements, omissions or violations (each, collectively a “Violation”) by the Company: ): (i) any untrue statement or alleged untrue statement of a material fact contained in (A) such Registration Statement, including any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, final prospectus contained therein or any amendment thereof amendments or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, supplements thereto; (ii) any omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading; or (iii) any violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws Law or any rule or regulation promulgated thereunder applicable to under the Company and relating to action Securities Act, the Exchange Act or inaction required of the Company any federal or state securities Law in connection with any the offering covered by such registration, qualification or compliance. In addition, registration statement; and the Company will reimburse each such Indemnified Party Holder, officer, director, employee, member, partner, and advisor and their respective Affiliates, each underwriter, broker or any other Person acting on behalf of such Holder or controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoingloss, claim, damage, liability or action; provided, however, the indemnity agreement contained in this Section 3.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such Losses result from, arise it arises out of, are of or is based upon, or relate to an untrue statement, or 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, upon a Violation which occurs in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of registration by any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerforegoing Person.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers/presidents, directors directors, employees, agents, fiduciaries, stockholdersshareholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such holder (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities (joint or several), costs, judgments, fines, penalties, charges, amounts paid in settlement and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 therein, in the case of any such prospectus, in light of the circumstances under which they were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholdersshareholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act or the Exchange Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 regarding an Indemnified Party prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holderholder’s officers, directors employees, agents, fiduciaries, stockholdersmembers, managers, partnersofficers, membersdirectors, affiliatesemployees, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (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 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 any 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 Company by or on behalf of such Indemnified Party holder of Registrable Securities expressly for use therein or by such Indemnified Partyholder’s failure to deliver a copy of the registration statement or 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 Indemnified Party holder with a sufficient number of copies of the samesame prior to any written confirmation of the sale of Registrable Securities. In connection with an underwritten offeringPublic Offering, the Company will shall indemnify the underwriters for such underwritersPublic Offering, 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each harmless any Holder, such Holder’s its officers, directors directors, employees, agents, fiduciaries, stockholders, managersmembers, partners, membersand advisors and its respective Affiliates, affiliates, direct and indirect equityholders, consultants and representatives, and each broker or any successors and assigns thereof, other Person acting on behalf of such Holder and each Person other Person, if any, who controls such holder (any of the foregoing Persons within the meaning of the Securities Act) (Act or the “Indemnified Parties”) Exchange Act against all lossesLosses, claims, actions, damages, liabilities, or actions joint or several (or actions in respect thereof), to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state securities Law, insofar 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) (collectively, “Losses”) caused by, resulting from, arising out of, are based upon or related to any of the following statements, omissions or violations (each, a collectively “ViolationViolations”) by the Company: ): (i) any untrue statement or alleged untrue statement of a material fact contained in (A) such Registration Statement including any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, Prospectus contained therein or any amendment thereof amendments or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, supplements thereto; (ii) any omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading; or (iii) any violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws Law or any rule or regulation promulgated thereunder applicable to under the Company and relating to action Securities Act, the Exchange Act or inaction required of the Company any federal or state securities Law in connection with any such registration, qualification or compliance. In addition, registration statement; and the Company will reimburse such Indemnified Party Holder and each such officer, director, employee, member, partner, and advisor and their respective Affiliates, each broker or any other Person acting on behalf of such Holder or controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoingLoss, claim, damage, Liability or action; provided, however, the indemnity agreement contained in this Section 7.09(a) shall not apply to amounts paid in settlement of any such Loss, claim, damage, Liability or action if such settlement is effected without the written consent of the Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such Loss, claim, damage, Liability or action to the extent that any such Losses result from, arise it arises out of, are of or is based upon, or relate to an untrue statement, or 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, upon a Violation which occurs in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of registration by any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerforegoing Person.

By the Company. The To the extent permitted by applicable Law, the Company will indemnify and hold harmlessshall indemnify, to the fullest extent permitted by law and without limitation law, the Stockholder and, as to timeapplicable, each Holder, such Holder’s officers, directors employees, agents, fiduciariesof its trustees, stockholders, members, directors, managers, partners, members, affiliates, direct officers and indirect equityholders, consultants and representatives, and any successors and assigns thereofemployees, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) ), against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedingsincluding, whether commenced or threatenedbut not limited to, and including reasonable attorney attorneys’ fees and expenses) or actions or proceedings in respect thereof (collectively, “Losses”whether or not such indemnified Person is party thereto) caused by, resulting from, arising out of, of or based upon or related to any of the following (each, a “Violation”) by the Company: (ia) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectuspreliminary prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (including, in this Section 6each case, collectively called an “application”) executed all documents incorporated therein by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereofreference), (iib) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iiic) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company or any of its Subsidiaries and relating to action or inaction required of the Company in connection with any such registration, qualification disclosure document or compliance. In additionrelated document or report, except insofar as the Company will reimburse such Indemnified Party for any legal same are caused by or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoing, the Company will not be liable contained 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 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 Company by such Indemnified Party the Stockholder expressly for use therein or by such Indemnified Partythe Stockholder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party the Stockholder with a sufficient number of copies of the same. In connection with an underwritten offeringUnderwritten Offering, the Company will indemnify such underwriters, their officers and directors, 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 Indemnified Parties Stockholder. The payments required by this Section 7.1 will be made promptly during the course of the investigation or defense, as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of when bills are received or expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerincurred.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will shall indemnify and hold harmlessharmless each Selling Holder thereunder, to the fullest extent permitted by law and without limitation as to timeits directors, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partnersemployees, members, affiliates, direct agents and indirect equityholders, consultants and representatives, and any successors and assigns thereof, Affiliates and each Person Person, if any, who controls such holder (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 to actions or proceedings, whether commenced or threatened, and including reasonable attorney 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, in respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (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) any 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 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company 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 to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading or (iii) any violation or alleged violation by misleading, and the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any shall reimburse each such registration, qualification or compliance. In addition, the Company 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 Company will 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, statement or omission, alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such registration statement, Selling Holder Indemnified Person in writing specifically for use in 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringdocument. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Party Person, and shall survive the transfer of such securities by such sellerSelling Holder.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holder, such Holder’s Affiliates, officers, directors employees, agents, fiduciaries, stockholdersdirectors, managers, partnersemployees, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, damages or liabilities and expenses (including with or actions in respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expensesthereof) (collectively, “Losses”) caused by, resulting from, arising out of, of or based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 68, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder ​ applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will promptly upon incurrence thereof reimburse such Holder Indemnified Party for any reasonable legal or any other expenses reasonably properly incurred by them in connection with investigating or defending against any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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-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 Company 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 Company has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The To the extent permitted by law, the Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, harmless each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, the partners, members, affiliatesmanaging members, direct officers, employees and indirect equityholdersdirectors of each Holder, consultants and representatives, and any successors and assigns thereof, underwriter (as defined in the Securities Act) for such Holder and each Person person, if any, who controls such holder (Holder or underwriter within the meaning of the Securities Act) Act or the Securities Exchange Act of 1934, as amended (the “Indemnified PartiesExchange Act”) ), against all any losses, claims, actionsdamages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar 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) (collectively, “Losses”) caused by, resulting from, arising out of, are based upon or related to any of the following statements, omissions or violations (eachcollectively, the “Violations” and, individually, a “Violation”) by the Company: ): (i1) any untrue statement or alleged untrue statement of a material fact contained in (A) any such registration statement, prospectus, including any preliminary prospectus or Free-Writing Prospectus, final prospectus contained therein or any amendment thereof amendments or supplement thereto supplements thereto; or (B2) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading; or (iii3) any violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws law or any rule or regulation promulgated thereunder applicable to under the Company and relating to action Securities Act, the Exchange Act or inaction required of the Company any federal or state securities law in connection with any the offering covered by such registration, qualification or complianceregistration statement. In addition, the The Company will reimburse each such Indemnified Party Holder, partner, member, managing member, officer, employee or director, underwriter or controlling person for any legal or any other expenses reasonably incurred by them as such expenses are incurred. Such expenses shall be paid within three months after a request for reimbursement has been received by the Company, in connection with investigating or defending any such Losses. Notwithstanding loss, claim, damage, liability or action; provided, however, that the foregoingindemnity agreement contained in this Section 1.8(a) 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 Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such Losses result from, arise out of, are based upon, or relate to an untrue statement, or 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, Violation occurred in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made registration by such Holder, partner, officer, director, underwriter or on behalf controlling person of such Indemnified Party and shall survive the transfer of such securities by such sellerHolder.

By the Company. The Company will indemnify and hold harmlessagrees to indemnify, to the fullest extent permitted by law and without limitation as to timelaw, each Holderseller of Registrable Securities in a registration statement of the Company, such Holder’s its officers, directors directors, members, managers, employees, agents, fiduciaries, stockholders, managersgeneral and limited partners and Affiliates, partnerseach underwriter, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereofbroker or other Person acting on behalf of such holder of Registrable Securities, and each Person other Person, if any, who controls such holder (any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (the “Indemnified Parties”) , against any and all losses, claims, actions, damages, liabilities and expenses (including with respect to or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectivelyin respect thereof), “Losses”) caused by, resulting fromjoint or several, arising out of, of or based upon or related to any of the following (each, a “Violation”) by the Company: (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 thereto, together with any documents incorporated therein by reference, or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification disclosure document or compliance. In addition, the Company will other document and shall reimburse such Indemnified Party seller, its officer, director, member, employee, agent, stockholder, partner, Affiliate or controlling Person for any reasonable legal or other expenses, including any other expenses reasonably amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them such seller, its officer, director, member, employee, agent, stockholder, partner, Affiliate or controlling Person in connection with investigating the investigation or defending any defense of such Losses. Notwithstanding loss, claim, damage, liability or expense, except insofar as the foregoing, the Company will not be liable same are caused by or contained 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 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 Company by such Indemnified Party holder expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offeringor directed Public Offering, the Company will indemnify such the underwriters, placement agents, their officers and officers, directors, agents and employees 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement sellers of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerRegistrable Securities.

By the Company. The Company will indemnify shall indemnify, defend and hold harmlessharmless the Shareholders, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s Shareholders’ officers, directors directors, employees, agents, fiduciaries, stockholders, managersmembers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder any Shareholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (the “Indemnified Parties”) for, from and 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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (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 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The In connection with any registration statement filed by the Company will indemnify and hold harmlesspursuant to Section 7(a) or Section 7(b), to the fullest extent permitted by law law, the Company will and without limitation hereby agrees to indemnify and hold harmless (A) the Investor, (ii) each other person who participates as to timean underwriter in the offering or sale of such securities, (iii) each Holderother person, such Holder’s officersif any, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Exchange Act) the Investor or any such underwriter, and (the iv) their respective shareholders, members, directors, officers, managers, employees, partners, agents and affiliates (each, a “Indemnified PartiesCompany Indemnitee”) ), in each case against all any losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees in respect thereof, whether or not such indemnified party is a party thereto), joint or several, and expenses) , including the reasonable fees, disbursements and other charges of legal counsel and reasonable costs of investigation, in each case to which such Company Indemnitee may become subject under the Securities Act or otherwise (collectively, a “Loss” or “Losses”) caused by), resulting from, arising to the extent such Losses arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (i1) any untrue statement or alleged untrue statement of any material fact contained in (A) any registration statementstatement under which such securities were registered or otherwise offered or sold under the Securities Act or otherwise, any preliminary prospectus, preliminary final prospectus or Free-Writing Prospectussummary prospectus related thereto, or any amendment thereof or supplement thereto thereto, or any document incorporated by reference therein (B) any application or other document or communication (in this Section 6collectively, collectively called an “applicationOffering Documents”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof), (ii2) any omission or alleged omission of to state in such Offering Documents a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were made not misleading misleading, or (iii3) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any law, rule or regulation promulgated thereunder applicable to the Company and relating to action required of or inaction required of by the Company in connection with any such registration; provided, qualification or compliance. In additionhowever, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoingthat, the Company will not be liable in any such case 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, statement or omission, 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, Offering Documents in reliance upon, upon and in conformity with, written with information prepared and furnished in writing to the Company in writing by or on behalf of such Indemnified Party expressly Company Indemnitee stating that it is for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offeringtherein; and provided, further, that the Company will indemnify such underwritersnot be liable to any person who participates as an underwriter in the offering or sale of Shares, their officers and directors, and each Person or who controls such underwriters (within the meaning of the Securities Exchange Act) such underwriter, in any such case to the extent that any such Loss arises out of such person’s failure to send or give a copy of the final prospectus (including any documents incorporated by reference therein), as the same extent as provided above with respect may be then supplemented or amended, to the indemnification person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the Indemnified Parties sale of Shares to such person if such statement or as otherwise agreed to omission was corrected in the underwriting agreement executed in connection with such underwritten offeringfinal prospectus. Such The foregoing indemnity and reimbursement of expenses shall will remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party any Company Indemnitee and shall will survive the transfer of such securities by such sellerCompany Indemnitee.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holder’s officers, directors employees, agents, fiduciaries, stockholdersdirectors, managers, partnersemployees, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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-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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The To the extent permitted by law, the Company will indemnify and hold harmlessharmless the Seller, to its investment advisor, any underwriter (as defined in the fullest extent permitted by law Securities Act), and without limitation as to time, each Holder, such Holder’s all of their respective officers, directors employeesmanagers, members, directors, shareholders, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder employees or other control persons (within the meaning of the Securities Act) (the “Indemnified Parties”"Related Persons") against all any actions, costs, losses, claims, actionsdamages or liabilities ("Claims or Damages"), damages, liabilities and expenses insofar as such Claims or Damages (including with or actions in respect to actions thereto) arise out of or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, are based upon or related to any of the following (each, a “Violation”) actions by the CompanyCompany or its Related Persons: (i) any untrue statement or alleged untrue statement of a material fact contained in (A) a Registration Statement, including any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, final prospectus contained therein or any amendment thereof amendments or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, supplements thereto; (ii) any the omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading; or (iii) any violation or alleged violation by the Company any party or its agents of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws law, or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required under any of the Company foregoing in connection with any the offering covered by such registrationRegistration Statement (collectively, qualification or compliance"Violations"). In addition, the The Company will reimburse such Indemnified Party the Seller and each of its Related Persons for any legal or any other expenses reasonably incurred by they or any of them may incur in connection with investigating or defending any such Losses. Notwithstanding Claims or Damages; provided, however, that the foregoing, indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such Claims or Damages if such settlement is effected without the consent of the Company will (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable in any such case for any such Claims or Damages to the extent that any such Losses result from, they arise out of, of or are based upon, or relate to an untrue statement, or 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, upon a Violation that occurs in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement registration by the Seller or any of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerits Related Persons.

By the Company. The Company will indemnify and hold harmlessagrees to indemnify, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities being sold, such Holderholder’s officers, directors employees, agents, fiduciaries, stockholdersdirectors, managers, partners, shareholders, members, affiliates, direct employees and indirect equityholders, consultants and representatives, and any successors and assigns thereof, agents and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) such holder or such other indemnified Person 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) (collectively, the “Losses”) caused by, resulting from, arising out of, based upon from or related to any of the following (each, a “Violation”) by the Companyrelating to: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, free writing prospectus or 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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, thereto; (ii) any omission or alleged omission of a material fact required to be stated therein or a fact necessary to make the statements therein not misleading misleading, except insofar as the same are caused by or contained in any information furnished to the Company in writing by or on behalf of such holder expressly for use therein; or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the sameCompany. In connection with an underwritten offeringoffering and without limiting any of the Company’s other obligations under this Agreement, the Company will shall indemnify such underwriters, their officers and officers, directors, employees and agents and each Person who controls such underwriters (within the meaning of the Securities Act) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement holders of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerRegistrable Securities being sold.

By the Company. The Company agrees to, and will indemnify and hold harmlesscause each of its subsidiaries to agree to, indemnify, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holder’s its officers, directors directors, members, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct stockholders and indirect equityholders, consultants general and representatives, and any successors and assigns thereof, limited partners and each Person who controls such holder (within the meaning of the Securities Act and Exchange Act) (the “Indemnified Parties”) against any and all losses, claims, actions, damages, liabilities and expenses (including with respect to or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectivelyin respect thereof), “Losses”) caused by, resulting fromjoint or several, arising out of, of or based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectusreports required and other documents filed under the Exchange Act and incorporated by reference into any registration statement to the extent so incorporated, prospectus or preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto thereto, together with any documents incorporated therein by reference, or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification disclosure document or compliance. In addition, the Company will other document and shall reimburse such Indemnified Party holder, officer, director, member, employee, agent, stockholder, partner or controlling Person for any legal or other expenses, including any other expenses reasonably amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them such holder, officer, director, member, employee, agent, stockholder, partner or controlling Person in connection with investigating the investigation or defending any defense of such Losses. Notwithstanding loss, claim, damage, liability or expense, except insofar as the foregoing, the Company will not be liable same are caused by or contained 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 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 Company by such Indemnified Party holder expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and officers, directors, agents and employees 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement holders of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerRegistrable Securities.

By the Company. The Company will shall indemnify and hold harmlessharmless each Selling Holder thereunder, to the fullest extent permitted by law and without limitation as to timeits directors, each Holder, such Holder’s officers, directors employees, agents, fiduciariesmanagers, stockholders, managersmembers, partners, members, affiliates, direct employees and indirect equityholders, consultants and representativesagents, and any their respective successors and assigns thereofassigns, and each Person Person, if any, who controls such holder (Selling Holder within the meaning of the Securities Act and the Exchange Act) , and its directors, officers, managers, stockholders, members, partners, employees or agents, and their respective successors and assigns (collectively, the “Selling Holder Indemnified PartiesPersons”) ), against all any losses, claims, actions, damages, expenses or liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney 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, in respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (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 includes documents incorporated by reference in) a 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 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company 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 to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will and shall reimburse each 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 Company will 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 or omission or alleged 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 omissionprospectus supplement, 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringapplicable. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Party Person, and shall survive the transfer of such securities by such sellerSelling Holder.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holderholder’s officers, directors employeesdirectors, agents, fiduciaries, stockholders, managersmembers, partners, membersemployees, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (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 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holderholder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statementstatement pursuant to which Registrable Securities are registered, any prospectus, preliminary prospectus or Issuer Free-Writing ProspectusProspectus included in any such registration statement, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities Registrable 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; provided that the Company will not be liable for losses arising out of written information provided by a holder for inclusion in the registration statement or sales of Registrable Securities made during a Suspension Period after notice has been given by the Company. In addition, the Company will reimburse such Indemnified Party for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoing, the Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerlosses.

By the Company. The In the event of a registration of any Registrable Shares under the Securities Act pursuant to this Agreement, the Company will shall indemnify and hold harmlessharmless each Selling Holder thereunder, to the fullest extent permitted by law and without limitation as to timeits directors, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct employees and indirect equityholders, consultants and representatives, and any successors and assigns thereof, agents and each Person Person, if any, who controls such holder (Selling Holder within the meaning of the Securities Act and the Exchange Act) , and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified PartiesPersons”) ), against all any losses, claims, actions, damages, expenses or liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney 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, in respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (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 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 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company 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 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 Company 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 Company circumstances under which they were made) not misleading, and relating to action or inaction required of the Company in connection with any shall reimburse each such registration, qualification or compliance. In addition, the Company 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 Company will 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 or omission or alleged 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 omissionprospectus supplement, 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringapplicable. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Party Person, and shall survive the transfer of such securities by such sellerSelling Holder.

By the Company. The Company will agrees to indemnify and hold harmlessharmless each Stockholder holding Registrable Shares covered by a registration statement, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s its officers, directors directors, employees, partners and agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person Person, if any, who controls such holder (Stockholder within the meaning of Section 15 of the Securities Act) (Act or Section 20 of the “Indemnified Parties”) Exchange Act from and against any and all losses, claims, actions, damages, damages and liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any registration statement, statement or prospectus relating to the Registrable Shares (as amended or supplemented if the Company shall have furnished any amendments) or any preliminary prospectus, preliminary statutory prospectus, free writing prospectus or Free-Writing Prospectussummary prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed caused by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading misleading, or (iii) caused by any violation or alleged violation by the Company of the Securities Act, Exchange Act or any other similar federal or state securities or blue sky laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registrationregistration or qualification under such federal, qualification state securities or compliance. In additionblue sky laws, and shall reimburse each Stockholder holding Registrable Shares covered by a registration statement, its officers, directors, employees, partners and agents and each Person, if any, who controls such Stockholder within the Company will reimburse such Indemnified Party meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such Losses. Notwithstanding the foregoingloss, the Company will not be liable in claim, damage, liability or action; except insofar as such losses, claims, damages or liabilities are caused by any such case to the extent that any such Losses result from, arise out of, are untrue statement or omission or alleged untrue statement or omission so made based upon, or relate to an untrue statement, or 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 upon information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure Stockholder. The Company also agrees to deliver a copy indemnify any underwriters of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwritersRegistrable Shares, their officers and directors, directors and each Person person who controls such underwriters (within the meaning of the Securities Act) to on substantially the same extent basis as provided above with respect to that of the indemnification of the Indemnified Parties or as otherwise agreed to Stockholders provided in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerthis subsection 6(a).

By the Company. The Company and the Bank promise that the members of their respective Boards of Directors and all executive officers of the Company and the Bank (collectively, the “Persons to be Advised”) will not, directly or indirectly, in any capacity or manner, make, cause, encourage or assist to be made any statements, comments or remarks, whether oral, verbal, in writing or electronically transmitted, which might reasonably be considered to be derogatory, defamatory or critical of, or negative towards, you or to malign, harm, defame or damage your reputation, nor will they authorize, condone, or encourage any such disparagement from others. The Company will indemnify advise the Persons to be Advised that a non-disparagement agreement is in effect, and hold harmlesswill use reasonable efforts to enforce compliance with this Agreement. Notwithstanding the foregoing agreement, the parties hereto recognize and acknowledge that the Employer will not be liable for unauthorized remarks by individuals employed by or otherwise associated with the Employer, other than the Persons to be Advised and if the fullest extent permitted Persons to be Advised are required by law any applicable law, regulation, statute, subpoena, court order, or other compulsory process to disclose information related to your employment with the Company and without limitation as to time, each Holderthe Bank, such Holder’s officersdisclosure of truthful information shall not constitute a breach of this Agreement. Moreover, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct this Section 10(b) shall not apply to any truthful and indirect equityholders, consultants factual communications made: (1) between the Employer and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning independent public auditors of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereofEmployer, (ii2) to comply with the requirements and policies of 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable agency, (3) subject to a confidentiality agreement with a third party in bona fide discussions conducted in the Company and relating to action or inaction required context of the Company Company’s pursuit of any strategic transaction, (4) in cooperation with any investigation or request for information from any state or federal government agency, or (5) in connection with any such registration, qualification judicial or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such selleradministrative proceeding.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each HolderHolder and its Affiliates, such Holder’s and its Affiliates’ respective officers, directors directors, managers, employees, agents, fiduciariespartners, stockholders, managers, partners, members, affiliatestrustees, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder or Affiliate (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, proceedings, damages, liabilities liabilities, judgments, costs and expenses (collectively, “Losses”) (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus prospectus, Free Writing Prospectus or Free-Writing Prospectus“roadshow” as defined in Rule 433(h)(4) under the Securities Act (in this Section 7, called a “roadshow”) or any amendment or supplement thereto, or any amendment thereof or supplement thereto documents incorporated by reference in any of the foregoing, or (B) any application or other document or communication (in this Section 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 in any of the foregoing or necessary to make the statements therein contained in any of the foregoing not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, disclosure document, related document or report, qualification or compliance. In addition, the Company will shall, promptly upon incurrence thereof, 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 Company will shall not be liable to any Holder Indemnified Party 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-prospectus, Free Writing Prospectus or roadshow or any amendment or supplement theretothereto or summary thereof, or any documents incorporated by reference in any of the foregoing, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Company by such Holder Indemnified Party expressly and specifically for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offeringUnderwritten Offering, the Company will 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 or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will shall, notwithstanding any termination of this Agreement, indemnify and hold harmlessharmless each Holder and the Placement Agent, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder or the Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by law applicable law, from and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct against any and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, ““ Losses”) caused by), resulting fromas incurred, arising out of, based upon of or related relating to any of the following (each, a “Violation”) by the Company: (i1) any untrue or alleged untrue statement of a material fact contained in (A) a Registration Statement, any registration statement, prospectus, preliminary Prospectus or any form of prospectus or Free-Writing Prospectus, or in any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order preliminary prospectus, or arising out of orrelating 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 (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (iii2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other similar federal or state securities laws law, or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company thereunder, in connection with any such registrationthe performance of its obligations under this Agreement, qualification or compliance. In addition, the Company will reimburse such 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 Company will not be liable in any such case except to the extent extent, but only to the extent, that any (i) such Losses result from, arise out of, untrue statements or omissions are based upon, or relate to an untrue statement, or omission, made in solely upon information regarding 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 Holder furnished in writing to the Company by such Indemnified Party Holder expressly for use therein therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Indemnified Party’s failure to deliver Holder expressly for use in a copy Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Exhibit A hereto for this purpose) or (ii) in the case of an occurrence of an event of the registration statement type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or prospectus or any amendments or supplements thereto defective Prospectus after the Company has furnished notified such Indemnified Party with a sufficient number of copies Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the sameAdvice contemplated in Section 6(d). In connection with an underwritten offering, The Company shall notify the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning Holders promptly of the Securities Act) to the same extent as provided above with respect to the indemnification institution, threat or assertion of the Indemnified Parties any Proceeding arising from or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringthe transactions contemplated by this Agreement of which the Company is aware. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive Registration Statement Related to the transfer of such securities by such seller.Subscription Agreement-Share Offering Reference Date: May 1, 2007

By the Company. The Company will agrees to indemnify and hold harmless, harmless each Investor Indemnified Party from and against any Losses to the fullest extent permitted by law and without limitation as to time, each Holder, which such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of Investor Indemnified Party may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws, common law or otherwise, insofar as such Losses (or actions in respect thereof) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions arise out of or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, are based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any registration statement, prospectus, preliminary prospectus the applicable Registration Statement or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 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 the Company therein, 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 Company circumstances under which they were made, not misleading, and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse each such Investor Indemnified Party for any reasonable fees and expenses of outside legal counsel for such Investor Indemnified Parties, or any other expenses reasonably incurred by them them, as incurred, in connection with investigating or defending any such Losses. Notwithstanding the foregoingclaims; provided, that the Company will not be liable in indemnify or hold harmless any Investor Indemnified Party from or against any such case Losses (including any related expenses) to the extent that any such Losses (including any related expenses) result from, arise out of, are based upon, or relate to from an untrue statement, omission or omission, allegation thereof which were 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, upon and in conformity with, with written information prepared and furnished provided by or on behalf of the Investor specifically for use or inclusion in writing to the Company by applicable Registration Statement or Prospectus; provided, further, that if an Indemnified Party is an Investor Nominated Director (as defined in Section 8(b)), such Indemnified Party expressly shall be indemnified hereunder only for use therein or by Losses incurred as a result of such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) Person's relationship to the same extent Investor and not for Losses incurred as provided above with respect to the indemnification a result of the Indemnified Parties or services as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringa director. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such the Investor Indemnified Party Parties and shall survive the transfer of such securities by such seller.the Investor. (b)

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holder’s holder's officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (Aa) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (Bb) any application or other document or communication (in this Section 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s 's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmlessharmless each Selling Holder participating therein, to the fullest extent permitted by law and without limitation as to timeits directors, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partnersemployees, members, affiliates, direct agents and indirect equityholders, consultants and representatives, and any successors and assigns thereofAffiliates, and each Person Person, if any, who controls such holder (Selling Holder 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 to actions or proceedings, whether commenced or threatened, and including reasonable attorney 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, in respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (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) the Registration Statement, any registration statement, preliminary prospectus, preliminary prospectus supplement, free writing prospectus or Free-Writing Prospectusfinal prospectus contained therein, or any amendment thereof or supplement thereto thereof, or (B) any application arise out of or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company 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 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 Company 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 Company circumstances under which they were made) not misleading, and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company 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 the foregoingLoss or actions or proceedings as such expenses are incurred; provided, however, that the Company 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 uponupon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement, or relate to an untrue statement, or 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringapplicable. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Party Person, and shall survive the transfer of such securities by such sellerSelling Holder.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, harmless each Holder, such Holder’s its officers, directors and employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, underwriter (as defined in the Securities Act) for such Holder and each Person person, if any, who controls such holder (Holder or such underwriter within the meaning of the Securities Act, from and against any and all loss, damage, liability or claims, to which such Holder, or any officer, director or employee of such Holder, or any such underwriter or controlling person becomes subject under the Securities Act or otherwise, and subject to the provisions of Section 7(c) hereof to reimburse them, from time to time upon request, for any legal or other costs or expenses reasonably incurred by them in connection with investigating any claims or defending any actions (the “Indemnified Parties”) against all as provided herein), insofar as such losses, damages, liabilities, claims, actions, damages, liabilities and costs or expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) are caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of any material fact contained in (A) any such registration statement, prospectus, preliminary any prospectus or Free-Writing Prospectus, contained therein or any amendment thereof or supplement thereto thereto, or (B) any application arise out of or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company 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 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 the Company therein, 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 Company and relating to action or inaction required of the Company circumstances in connection with any such registrationwhich they were made, qualification or compliance. In additionnot misleading; PROVIDED, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoingHOWEVER, that the Company will not be liable in any such case to the extent that any such Losses result fromloss, arise damage, liability, claim, cost or expense arises out of, are of or is based upon, or relate to upon (i) an untrue statement, statement or omission, alleged untrue statement or omission or alleged omission (other than a statement or omission about the Company) 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 with information prepared and furnished by the Holder seeking indemnification in writing to the Company by such Indemnified Party expressly specifically for use therein in the preparation of a registration statement or by such Indemnified Party’s (ii) a Holder's failure to deliver a copy of the registration statement or statement, prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerthereto.

By the Company. The To the extent permitted by law, the Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, harmless each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, the partners, members, affiliatesmanaging members, direct officers, employees and indirect equityholdersdirectors of each Holder, consultants and representatives, and any successors and assigns thereof, underwriter (as defined in the Securities Act) for such Holder and each Person person, if any, who controls such holder (Holder or underwriter within the meaning of the Securities Act) Act or the Securities Exchange Act of 1934, as amended (the “Indemnified PartiesExchange Act”) ), against all any losses, claims, actionsdamages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar 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) (collectively, “Losses”) caused by, resulting from, arising out of, are based upon or related to any of the following statements, omissions or violations (eachcollectively, the “Violations” and, individually, a “"Violation”) by the Company: ): (i1) any untrue statement or alleged untrue statement of a material fact contained in (A) any such registration statement, prospectus, including any preliminary prospectus or Free-Writing Prospectus, final prospectus contained therein or any amendment thereof amendments or supplement thereto supplements thereto; or (B2) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading; or (iii3) any violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws law or any rule or regulation promulgated thereunder applicable to under the Company and relating to action Securities Act, the Exchange Act or inaction required of the Company any federal or state securities law in connection with any the offering covered by such registration, qualification or complianceregistration statement. In addition, the The Company will reimburse each such Indemnified Party Holder, partner, member, managing member, officer, employee or director, underwriter or controlling person for any legal or any other expenses reasonably incurred by them as such expenses are incurred. Such expenses shall be paid within three months after a request for reimbursement has been received by the Company, in connection with investigating or defending any such Losses. Notwithstanding loss, claim, damage, liability or action; provided, however, that the foregoingindemnity agreement contained in this Section 1.8(a) 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 Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that any such Losses result from, arise out of, are based upon, or relate to an untrue statement, or 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, Violation occurred in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made registration by such Holder, partner, officer, director, underwriter or on behalf controlling person of such Indemnified Party and shall survive the transfer of such securities by such sellerHolder.

By the Company. The Company will shall, notwithstanding any termination of this Agreement, indemnify and hold harmlessharmless each Holder and the Placement Agent, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder or the Placement Agent (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by law applicable law, from and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct against any and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses“ Losses ”) caused by), resulting fromas incurred, arising out of, based upon of or related relating to any of the following (each, a “Violation”) by the Company: (i1) any untrue or alleged untrue statement of a material fact contained in (A) a Registration Statement, any registration statement, prospectus, preliminary Prospectus or any form of prospectus or Free-Writing Prospectus, or in any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order preliminary prospectus, or arising out of or relating 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 (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (iii2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other similar federal or state securities laws law, or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company thereunder, in connection with any such registrationthe performance of its obligations under this Agreement, qualification or compliance. In addition, the Company will reimburse such 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 Company will not be liable in any such case except to the extent extent, but only to the extent, that any (i) such Losses result from, arise out of, untrue statements or omissions are based upon, or relate to an untrue statement, or omission, made in solely upon information regarding 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 Holder furnished in writing to the Company by such Indemnified Party Holder expressly for use therein therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Indemnified Party’s failure to deliver Holder expressly for use in a copy Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Exhibit A hereto for this purpose) or (ii) in the case of an occurrence of an event of the registration statement type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or prospectus or any amendments or supplements thereto defective Prospectus after the Company has furnished notified such Indemnified Party with a sufficient number of copies Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the sameAdvice contemplated in Section 6(d). In connection with an underwritten offering, The Company shall notify the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning Holders promptly of the Securities Act) to the same extent as provided above with respect to the indemnification institution, threat or assertion of the Indemnified Parties any Proceeding arising from or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringthe transactions contemplated by this Agreement of which the Company is aware. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.Mogul Energy International, Inc. Regulation S Offering December 12, 2007

By the Company. The In the event of a registration of any of the Registrable Securities under the 1933 Act pursuant to Section 2 hereof, the Company will indemnify and hold harmlessharmless each Purchaser, the officers, directors, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Purchaser (within the meaning of Section 15 of the 1933 Act or Section 20 of the 0000 Xxx) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by law applicable law, from and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct against any and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actionsdamages or liabilities (or actions in respect thereof) (including, damageswithout limitation, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney attorneys fees and expenses) (collectively, “"Losses”) caused by, resulting from"), arising out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of any material fact contained in (A) any registration statementRegistration Statement under which such Registrable Securities were registered under the 1933 Act pursuant to Section 2, prospectus, any preliminary prospectus or Free-Writing Prospectusfinal prospectus contained therein, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, (ii) or arising out of or relating to 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) in the case of any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or in any application, in reliance upon, and in conformity with, written omissions are based solely upon information prepared and regarding such Purchaser furnished in writing to the Company by or on behalf of such Indemnified Party Purchaser (including by the Representative) expressly for use therein therein, or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 that such information relates to the indemnification such Purchaser or such Purchaser's proposed method of the Indemnified Parties or as otherwise agreed to distribution of Registrable Securities and was reviewed and expressly approved in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made writing by or on behalf of such Indemnified Party and Purchaser (including by the Representative) expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Company shall survive notify the transfer Representative promptly of such securities the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by such sellerthis Agreement.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holder’s each equityholder, member, limited or general partner thereof, and each of their respective Affiliates, officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Free Writing ProspectusProspectus (including any information that has been deemed to be part of any prospectus under Rule 159 under the Securities Act), or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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-Free Writing Prospectus (including any information that has been deemed to be part of any prospectus under Rule 159 under the Securities Act) 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, The Company shall also indemnify any underwriters (including any deemed underwriters within the Company will indemnify such underwritersmeaning of the Securities Act), 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The To the extent permitted by law, the Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, Holder and each Person person, if any, who controls such holder (Holder or underwriter within the meaning of the Securities Act or the Exchange Act) (the “Indemnified Parties”) , against all any losses, claims, actions, damages, or liabilities and expenses (including with joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect to actions thereof) arise out of or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) 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 Company: ): (ia) any untrue statement or alleged untrue statement of a material fact contained in (A) any such registration statement, prospectus, including any preliminary prospectus or Free-Writing Prospectus, final prospectus contained therein or any amendment thereof amendments or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereofsupplements thereto, (iib) any the omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, or (iiic) any violation or alleged violation by the Company of the Securities Act Act, the Exchange Act, or any other similar federal or state securities laws law or any rule or regulation promulgated thereunder applicable to the Company rule; and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse pay to each such Indemnified Party for Holder, underwriter or controlling person, as incurred, any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding loss, claim, damage, liability or action; provided, however, that the foregoingindemnity agreement contained in this Section 5.1 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 Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in to any Holder, underwriter or controlling person for any such case loss, claim, damage, liability or action to the extent that any such Losses result from, arise it arises out of, are of or is based upon, or relate to an untrue statement, or 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, upon a Violation which occurs in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of registration by any investigation made by such Holder, underwriter or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellercontrolling person.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holderholder’s officers, directors employees, agents, fiduciaries, stockholdersdirectors, managers, partners, membersemployees, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (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 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly stated for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will shall indemnify and hold harmless, harmless each Holder of Registrable Securities that are included in a registration statement pursuant to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, this Agreement and any successors and assigns thereof, underwriter (as defined in the 1933 Act) for such a Holder and each Person person, if any, who controls conxxxxx xxch a Holder or such holder (an underwriter within the meaning of the Securities 1933 Act, from and against any and all loss, damage, liability or claims, to which such a Holder, underwriter or controlling person becomes subject under the 1933 Act or otherwise, and, subject to the provisions of Section 8c hereof, shall reimburse them, from time to time upon request, for any legal or other costs or expenses reasonably incurred by them in connection with investigating any claims or defending any actions (as provided in Section 8(c) (the “Indemnified Parties”) against all hereof), insofar as such losses, damages, liabilities, claims, actions, damages, liabilities and costs or expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: are (i) caused by any untrue statement or alleged untrue statement of any material fact contained in (A) any the registration statement, prospectus, preliminary any prospectus or Free-Writing Prospectus, contained therein or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereofthereto, (ii) any arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading misleading, or (iii) arise out of any violation or alleged violation by the Company of the 1933 Act, the Securities Exchange Act or of 1934 (the "1934 Act"), any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required under any of the Company in connection with any such registrationforegoing; provided, qualification or compliance. In additionhowever, the Company will reimburse such 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, that the Company will not be liable in any such case to the extent that any such Losses result fromloss, arise damage, liability, claim, cost or expense arises out of, are of or is based upon, or relate to upon (i) an untrue statement, statement or omission, alleged untrue statement or an omission or alleged omission (other than a statement or omission about the Company) made in such conformity with information furnished by the Holders or any underwriter for a Holder in writing specifically for use in the preparation of a registration statement, (ii) the failure of the Holder or any such prospectusunderwriter for a Holder to deliver a copy of the registration statement, preliminary prospectus or Free-Writing Prospectus any amendments or supplements thereto or (iii) an untrue statement or alleged untrue statement or an omission or alleged omission in the registration statement, prospectus or any amendment or supplement thereto, if the untrue statement or alleged untrue statement, omission or alleged omission is corrected so as to comply with all applicable securities laws in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing an amendment or supplement to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of applicable document and the registration statement or prospectus or any amendments or supplements thereto after the Company has person seeking indemnification, having previously been furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offeringapplicable document as so amended or supplemented, thereafter fails to deliver the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within amended or supplemented document as required by the meaning of the Securities 1933 Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The In connection with the registration under the Securities Act of the Registrable Securities, the Company will shall indemnify and hold harmless, to harmless the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, Holder(s) and each Person other person, if any, who controls such holder (any of the Holder(s) within the meaning of Section 15 of the Securities Act) Act (the “Indemnified Parties”) "controlling persons"), against all any expenses, losses, claims, actions, damages, liabilities and expenses or costs (including with without limitation court costs and attorneys' fees), joint or several (or actions in respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expensesthereof) (collectively"Losses"), “Losses”) caused byto which each such indemnified party may become subject, resulting fromunder the Securities Act or otherwise, arising but only to the extent such Losses arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in (A) any registration statementstatement under which the Registrable Securities were registered under the Securities Act, prospectus, in any preliminary prospectus (if used prior to the effective date of such registration statement) or Freein any final Prospectus or in any post-Writing Prospectus, or any effective amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of if used during the period the Company is required to keep the registration statement effective) (the "Disclosure Documents"), or based upon written information furnished by or on behalf of the Company 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 to state in any of the Disclosure Documents a material fact required to be stated therein or necessary to make the statements made therein not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule rules or regulation promulgated regulations thereunder applicable to the Company and relating to action or inaction required of committed by the Company in connection with any such registration, qualification or compliance. In addition, the performance of its obligations under this Agreement; and the Company will reimburse each such Indemnified Party indemnified party for any all legal or any and other expenses reasonably incurred by them such party in investigating or defending against any such claims, whether or not resulting in any liability, or in connection with investigating any investigation or defending proceeding by any such Losses. Notwithstanding the foregoinggovernmental agency or instrumentality with respect to any offering of securities pursuant to this Agreement; provided, however, that the Company will shall not be liable to an indemnified party or any other Holder(s) or controlling person of any other Holder(s) in any such case to the extent that any such Losses result from, arise out of, of or are based upon, or relate to upon (i) an untrue statement, statement or omission, omission or alleged omission (x) made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, Disclosure Documents in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Company by such Indemnified Party expressly indemnified party for use therein therein, or by such Indemnified Party’s failure to deliver (y) made in any preliminary prospectus if a copy of the registration final Prospectus was not delivered to the person alleging any loss, claim, damage or liability for which Losses arise at or prior to the written confirmation of the sale of the Registrable Securities to such person and the untrue statement or prospectus omission concerned had been corrected in such final Prospectus and copies thereof had timely been delivered by the Company to such indemnified party, or (z) made in any amendments Prospectus used by such indemnified party if a court of competent jurisdiction finally determines that at the time of such use such indemnified party had actual knowledge of such untrue statement or supplements thereto omission; or (ii) the use of any Prospectus after such time as the Company has furnished advised such Indemnified Party with indemnified party in writing that the filing of a sufficient number post-effective amendment or supplement thereto is required, except the Prospectus as so amended or supplemented, or the use of copies any Prospectus after such time as the obligation of the sameCompany to keep the same current and effective has expired. In connection with determining the actual knowledge of an underwritten offeringindemnified party for purposes of clause (i)(z) above, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters actual knowledge (within the meaning without any requirement of the Securities Actdue inquiry) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless a controlling person of any investigation made by or on behalf Holder who is also a director of such Indemnified Party Holder shall be imputed to such Holder (and shall survive the transfer of such securities by such sellerits other controlling persons).

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timeeach selling Warrant Holder, each Holder, such Holder’s officers, of its officers and directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, partners and each Person who controls person or entity controlling any such holder (persons or entities within the meaning of Section 15 of the Securities Act) (, and each underwriter, if any, and each person or entity who controls any underwriter within the “Indemnified Parties”) meaning of Section 15 of the Securities Act, against all lossesexpenses, claims, actionslosses, damagesdamages and liabilities (or actions in respect thereof), liabilities and expenses (including with respect to actions any of the foregoing incurred in the investigation or proceedingssettlement of any litigation, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, of or based upon or related to any of the following (each, a “Violation”) by the Company: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in (A) any registration statement, prospectus, preliminary prospectus offering circular or Free-Writing Prospectusother document executed in connection with the foregoing, or any amendment thereof or supplement thereto thereto, incident to any such registration, qualification or (B) any application or other document or communication (in this Section 6compliance, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, not misleading misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder under the Securities Act, the 1934 Act or any state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company and will reimburse each such Indemnified Party selling Warrant Holder and each other person or entity indemnified hereunder for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such Losses. Notwithstanding the foregoingclaim, loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such Losses result fromclaim, arise out ofloss, are based upondamage, liability, expense, or relate to an violation arises out of or is based on any untrue statement, statement or omission or alleged untrue statement or 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, upon and in conformity with, with written information prepared and furnished in writing to the Company by an instrument duly executed by such Indemnified Party expressly selling Warrant Holder or underwriter and stated specifically to be for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus therein, or any amendments action or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number inaction required of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed any selling Warrant Holder in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellertherewith.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each HolderStockholder, such HolderStockholder’s officers, directors directors, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder Stockholder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will indemnify and hold harmlessagrees to indemnify, to the fullest extent permitted by law law, the Purchaser and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, the partners, members, affiliates, direct officers and indirect equityholders, consultants directors of the Purchaser and representatives, and any successors and assigns thereof, its affiliates and each Person person, if any, who participates as an underwriter in the offering or sale of the Designated Registrable Securities, their respective officers and directors and each person who controls such holder underwriter (within the meaning of the any applicable Canadian Securities Act) (the “Indemnified Parties”) against all losseslosses (excluding loss of revenues or profits), claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, of or based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue information or alleged untrue statement of material fact contained in (A) any registration statement, the preliminary prospectus, preliminary the prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (which at the time and in this Section 6, collectively called an “application”) executed by or on behalf light of the Company or based upon written information furnished by or on behalf of circumstances under which it was made contains a misrepresentation (as defined in the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, applicable Canadian Securities Act); (ii) any omission to state in the preliminary prospectus or alleged omission of a material the prospectus any fact that was required to be stated therein in such document or necessary to make the statements therein any statement in such document not misleading at the time and in light of the circumstances under which it was made; (iii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Canadian Securities Commission, the SEC, any court or other competent authority based upon any untrue statement or omission or any misrepresentation in the preliminary prospectus, the prospectus or any amendment thereto or based upon any failure to comply with applicable securities laws (other than any failure by the Purchaser or the underwriters) preventing or restricting the trading in or the sale and distribution of the Designated Registrable Securities pursuant to a Demand Registration; and (iv) non-compliance by the Company with any of the Canadian Securities Acts (or the 1933 Act, in the case of a Registration under that act) in connection with a Demand Registration and the distribution effected thereunder, except insofar as any information or statement referred to in clause (i), (ii) or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 this Section 9.2(a) has been furnished in writing to the Company by such Indemnified Party the Purchaser pursuant to Section 9.2(b) or the underwriters expressly for use therein or the non-compliance is caused by such Indemnified Partythe Purchaser’s or any underwriter’s failure to deliver to a purchaser of Designated Registrable Securities a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party Purchaser with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company agrees to, and will indemnify and hold harmlesscause each of its Subsidiaries to agree to, indemnify, to the fullest extent permitted by law and without limitation as to timelaw, each Holder, such Holder’s its officers, directors directors, members, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct stockholders and indirect equityholders, consultants general and representatives, and any successors and assigns thereof, limited partners and each Person who controls such holder (within the meaning of the Securities Act and Exchange Act) (the “Indemnified Parties”) such Holder against any and all losses, claims, actions, damages, liabilities and expenses (including with respect to or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectivelyin respect thereof), “Losses”) caused by, resulting fromjoint or several, arising out of, of or based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectusreports required and other documents filed under the Securities Act, Exchange Act, prospectus or preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto thereto, together with any documents incorporated therein by reference, or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification disclosure document or compliance. In addition, the Company will other document and shall reimburse such Indemnified Party Holder, officer, director, member, employee, agent, stockholder, partner or controlling Person for any legal or other expenses, including any other expenses reasonably amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them such Holder, officer, director, member, employee, agent, stockholder, partner or controlling Person in connection with investigating the investigation or defending any defense of such Losses. Notwithstanding loss, claim, damage, liability or expense, except insofar as the foregoing, the Company will not be liable same are caused by or contained 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 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 Company by such Indemnified Party Holder expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and officers, directors, agents and employees 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerHolders.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holderthe Investor, such Holderthe Investor’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliatesAffiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder the Investor (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 64, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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-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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offeringUnderwritten Offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringUnderwritten Offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmlessharmless DuPont, to the fullest extent permitted by law its directors, officers and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and underwriters against any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actionsdamages or liabilities, damagesjoint or several, to which DuPont may become subject under the Securities Act, Exchange Act, state securities laws or otherwise, insofar 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) (collectively, “Losses”) caused by, resulting from, arising out of, are based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of any material fact contained in (A) any registration statementRegistration Statement under which such Registrable Shares were registered under the Securities Act, prospectus, any preliminary prospectus or Free-Writing Prospectusfinal prospectus contained in the Registration Statement, or any amendment thereof or supplement thereto to such Registration Statement, or (B) any application arise out of or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order omission to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, (ii) any omission or alleged omission of state 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company misleading; and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party DuPont for any legal or any other expenses reasonably incurred by them DuPont in connection with investigating or and defending any such Losses. Notwithstanding the foregoingloss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such Losses result fromloss, arise claim, damage, liability or expense arises out of, are of or is based upon, upon any untrue statement or relate to an untrue statement, or omission, omission made in such registration statement, any such prospectusRegistration Statement, preliminary prospectus or Free-Writing Prospectus prospectus, or any such amendment or supplement thereto, or in any applicationsupplement, in reliance upon, upon and in conformity with, written with information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of DuPont, specifically for use in the preparation thereof, or as a result of the failure of DuPont, or any agent of DuPont, to deliver any amendments and supplements to any Registration Statement and the prospectus included in any such Indemnified Party and shall survive the transfer of Registration Statement (provided such securities by such selleramended or supplemental prospectus has been delivered to DuPont or its agent).

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s affiliates and their respective officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholdersequity holders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act or the Exchange Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in in: (A) any registration statement, prospectus, preliminary prospectus or Free-Free Writing Prospectus, or any amendment thereof or supplement thereto thereto, or (B) any application or other document or communication (in this Section 6section 5, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading; or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating investigating, defending or defending settling any such Losses. Notwithstanding the foregoing, the Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, harmless each Selling Holder, such Holder’s its directors and officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, 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 holder (Selling Holder or underwriter within the meaning of the Securities Act or the Exchange Act) (the “Indemnified Parties”) , against all any losses, claims, actions, damages, expenses or liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder or underwriter or controlling 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, in respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Shelf Registration Statement, any registration statement, Prospectus or any form of prospectus, preliminary prospectus or Free-Writing Prospectusin any amendment or supplement thereto, or any amendment thereof arise out of or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company 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 to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any Prospectus or (iii) any violation form of prospectus or alleged violation by the Company supplement thereto, 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 Company circumstances under which they were made) not misleading, and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse each such Indemnified Party Selling Holder, its directors and officers, each such underwriter and each such controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoingLoss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that (i) any such Losses result from, arise Loss arises out of, are of or is based upon, or relate to upon an untrue statement, statement or omission, alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such registration statementSelling Holder, such underwriter or such controlling Person in writing specifically for use therein, (ii) in the case of an occurrence of an event of the type specified in Section 2.03(f) related to the use by a Selling Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 2.04, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (iii) any such prospectus, preliminary prospectus or Free-Writing Prospectus Loss arises out of the Selling Holder’s (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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s other indemnified party’s) failure to deliver send or give a copy of the registration statement Prospectus or prospectus supplement (as then amended or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Actsupplemented) to the same extent as provided above with respect Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the indemnification written confirmation of the Indemnified Parties sale of Registrable Securities to such Person if such statement or as otherwise agreed to omission was corrected in the underwriting agreement executed in connection with such underwritten offeringProspectus or supplement. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.Selling Holder

By the Company. The Company agrees to, and will indemnify and hold harmlesscause each of its Subsidiaries to agree to, indemnify, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holder’s its officers, directors directors, members, trustees, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct stockholders and indirect equityholders, consultants general and representatives, and any successors and assigns thereof, limited partners and each Person who controls such holder (within the meaning of the Securities Act and Exchange Act) (the “Indemnified Parties”) against any and all losses, claims, actions, damages, liabilities and expenses (including with respect to or actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectivelyin respect thereof), “Losses”) caused by, resulting fromjoint or several, arising out of, of or based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectusreports required and other documents filed under the Exchange Act, prospectus or preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto thereto, together with any documents incorporated therein by reference, or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal of its Subsidiaries of any federal, state, foreign or state securities laws or any common law rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification disclosure document or compliance. In addition, the Company will other document and shall reimburse such Indemnified Party holder, officer, director, member, trustee, employee, agent, stockholder, partner or controlling Person for any legal or other expenses, including any other expenses reasonably amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them such holder, officer, director, member, trustee, employee, agent, stockholder, partner or controlling Person in connection with investigating the investigation or defending any defense of such Losses. Notwithstanding loss, claim, damage, liability or expense (or actions or proceedings, whether commenced or threatened, in respect thereof), except insofar as the foregoing, the Company will not be liable same are caused by or contained 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 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 Company by such Indemnified Party holder expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the sametherein. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement holders of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerRegistrable Securities.

By the Company. The Company will agrees to indemnify and hold harmless, to the fullest maximum extent permitted by law and without limitation as to timeLaw, each Holderholder of Registrable Shares, such Holderholder’s officers, directors employees, agents, fiduciaries, stockholders, managersdirectors, partners, members, affiliatesmanagers, direct employees, advisors, sub-advisors, attorneys, agents and indirect equityholders, consultants and representatives, and any successors and assigns thereofRepresentatives, and each Person who controls such holder (within the meaning of the Ontario Securities Act) (collectively, the “Investors’ Indemnified Parties”) against all losseslosses (other than indirect or consequential damages, including loss of profit in connection with the distribution of the Registrable Shares), claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (eachstatements, a “Violation”) omissions or violations by the CompanyCompany or any of its Representatives acting on its behalf: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, Prospectus or any amendment thereof or supplement thereto thereto, in respect of a Demand Registration or (B) any application Piggyback Registration, or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading, or (iiiii) any violation or alleged violation by the Company or any of its Representatives of the Securities Act or any other similar federal or state securities laws Laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Investors’ Indemnified Party for any legal or any other expenses reasonably incurred by them it in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 theretoProspectus, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Company by such Investors’ Indemnified Party expressly for use therein or by such Investors’ Indemnified Party’s failure to deliver a copy of the registration statement or prospectus Prospectus or any amendments or supplements thereto after the Company has furnished such Investors’ Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s affiliates and their respective officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholdersequity holders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder Holder (within the meaning of the Securities Act or the Exchange Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in in: (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Free‑Writing Prospectus, or any amendment thereof or supplement thereto thereto, or (B) any application or other document or communication (in this Section 6section 5, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 misleading; or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating investigating, defending or defending settling any such Losses. Notwithstanding the foregoing, the Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will shall (i) indemnify and hold harmlessharmless each Selling Holder thereunder, to the fullest extent permitted by law and without limitation as to timeits directors, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct employees and indirect equityholders, consultants and representatives, and any successors and assigns thereof, agents and each Person Person, if any, who controls such holder (Selling Holder 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 to actions or proceedings, whether commenced or threatened, and including reasonable attorney 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, in respect thereof) caused by, resulting from, arising arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (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 thereto thereof, or (B) any application free writing prospectus relating thereto, or other document arise out of or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company 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 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 Company 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 Company circumstances under which they were made) not misleading, and relating to action or inaction required of the Company in connection with any (ii) shall reimburse each such registration, qualification or compliance. In addition, the Company 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 Company will 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 or omission or alleged omission 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 omissionprospectus supplement, 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offeringapplicable. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Party Person, and shall survive the transfer of such securities by such sellerSelling Holder.

By the Company. The In connection with the filing of any registration statements and sales of the Warrant Stock thereunder, the Company will shall indemnify and hold harmlessharmless the Holder of this Warrant, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereofunderwriter, and each Person other Person, if any, who controls such holder (the Holder or the underwriter within the meaning of the Securities 1933 Act) (the “Indemnified Parties”) , against all losses, claims, actionsdamages or liabilities, damages, liabilities and expenses joint or several (including with or actions in respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expensesthereto) (collectively"Losses"), “Losses”) caused byto which any such Holder, resulting fromunderwriter, arising or controlling Person may become subject under the 1933 Act or otherwise, insofar as such Losses arise out of, of or are based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of any material fact contained in (A) any registration statementstatement under which the Warrant Stock was registered under the 1933 Act, any preliminary prospectus, preliminary offering circular or final prospectus or Free-Writing Prospectuscontained therein, or any amendment thereof or supplement thereto thereto, or any report filed with the Securities and Exchange Commission (B) any application the "Disclosure Documents"), or other document arise out of or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or are based upon written information furnished by or on behalf of the Company 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 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 the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company misleading, and relating to action or inaction required of the Company in connection with will reimburse any such registrationHolder, qualification underwriter, or compliance. In addition, the Company will reimburse such Indemnified Party controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding claims, excluding any amounts paid in settlement of litigation, commenced or threatened, if such settlement is effected without the foregoingprior written consent of the Company; provided, however, that the Company will shall not be liable in any such case to the extent that any such Losses result from, arise out of, of or are based upon, or relate to an upon any untrue statement, alleged untrue statement or omission, 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, Disclosure Document in reliance upon, upon and in conformity with, written with information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made writing by or on behalf of such Indemnified Party and shall survive the transfer Holder of this Warrant for use specifically in connection with the preparation of such securities by such sellerDisclosure Document.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each harmless any Holder, such Holder’s its officers, directors directors, employees, agents, fiduciaries, stockholders, managersmembers, partners, membersand advisors and its respective Affiliates, affiliates, direct and indirect equityholders, consultants and representatives, and each broker or any successors and assigns thereof, other Person acting on behalf of such Holder and each Person other Person, if any, who controls such holder (any of the foregoing Persons within the meaning of the Securities Act) (Act or the “Indemnified Parties”) Exchange Act against all lossesLosses, claims, actions, damages, liabilities, or actions joint or several (or actions in respect thereof), to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state securities Law, insofar 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) (collectively, “Losses”) caused by, resulting from, arising out of, are based upon or related to any of the following statements, omissions or violations (each, a collectively “ViolationViolations”) by the Company: ): (i) any untrue statement or alleged untrue statement of a material fact contained in (A) such Registration Statement including any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, Prospectus contained therein or any amendment thereof amendments or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, supplements thereto; (ii) any omission or alleged omission of to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading; or (iii) any violation or alleged violation by the Company of the Securities Act or Act, the Exchange Act, any other similar federal or state securities laws Law or any rule or regulation promulgated thereunder applicable to under the Company and relating to action Securities Act, the Exchange Act or inaction required of the Company any federal or state securities Law in connection with any such registration, qualification or compliance. In addition, registration statement; and the Company will reimburse such Indemnified Party Holder and each such officer, director, employee, member, partner, and advisor and their respective Affiliates, each broker or any other Person acting on behalf of such Holder or controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoingLoss, claim, damage, Liability or action; provided, however, the indemnity agreement contained in this Section 7.08(a) shall not apply to amounts paid in settlement of any such Loss, claim, damage, Liability or action if such settlement is effected without the written consent of the Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such Loss, claim, damage, Liability or action to the extent that any such Losses result from, arise it arises out of, are of or is based upon, or relate to an untrue statement, or 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, upon a Violation which occurs in reliance upon, upon and in conformity with, with written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of registration by any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerforegoing Person.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holderholder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statementShelf 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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the such registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such sellerParties.

By the Company. The Company will shall indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to timelaw, each Holderholder of Registrable Securities, such Holderholder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each, each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statementShelf Registration Statement or Incidental Registration Statement covering Registrable Securities, 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 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company and 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 therefrom 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other third party expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies copy of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors directors, employees, agents, fiduciaries, stockholders, managers, partners, members, affiliatesAffiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (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 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such 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 Company will 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 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 Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will 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 Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

By the Company. The Company will shall indemnify and hold harmless, to harmless the fullest extent permitted by law and without limitation as to time, each Holder, such the Holder’s officers, directors employees, agents, fiduciaries, stockholdersdirectors, managers, partnersemployees, members, affiliates, direct and indirect equityholders, consultants agents and representatives, and any successors and assigns thereof, and each Person who controls such holder the Holder (within the meaning of the Securities Act) (the “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) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (eachstatements, a “Violation”) omissions or violations by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus or preliminary prospectus, preliminary prospectus or Free-Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 67, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company 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 Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losseslosses, damages, liabilities or expenses. Notwithstanding the foregoing, the Company will shall not be liable in any such case to the extent that any such Losses 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 or preliminary prospectus, preliminary prospectus or Free-such 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 Company by such Indemnified Party expressly for use therein or by therein; provided that the Company hereby agrees that such information shall be the Indemnified Party’s failure ownership of its Registrable Securities to deliver a copy of be sold in the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers offering 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 Indemnified Parties or as otherwise agreed to Party’s intended method of distribution in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.