Common use of By the Company Clause in Contracts

By the Company. The Company shall indemnify and hold harmless the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each person, if any, who controls any Agent within the meaning of Section 15 of the Securities Act from and against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, partners, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or in other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based 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 the applicable Registration Statement or other registration statement, preliminary prospectus, prospectus supplement or final prospectus, or amendment or supplement thereto, or any free writing prospectus relating thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, partners, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or in other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based 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 the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of any registration of any of the Registrable Shares under the 1933 Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes sellers of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each person, if any, who controls any Agent within the meaning of Section 15 of the Securities Act from and Registrable Shares against any losses, claims, damages or liabilities, joint or several, to which they or any of them such sellers may become subject, subject under the Securities 1933 Act, the Exchange Act 1934 Act, state securities laws or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the 1933 Act, any preliminary prospectus or final prospectus contained in the Registration Statement Statement, or in any amendment thereof or supplement theretoto such Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such sellers for any legal or any other expenses reasonably incurred by such sellers in connection with investigating and defending any such loss, claim, damage, liability or (ii) action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained omission made in the Prospectus (as amended such Registration Statement, preliminary prospectus or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statementprospectus, or any such omission amendment or alleged omissionsupplement, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such sellers, specifically for use in the preparation thereof, or as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition a result of the failure of such sellers, or any agent of such sellers, to deliver any amendments and supplements to any liability which Registration Statement and the Company may otherwise haveprospectus included in any such Registration Statement (provided such amended or supplemental prospectus has been delivered to sellers or their agent).

By the Company. The Company shall indemnify and hold harmless the Agents (for purposes of this Section 7agrees to indemnify, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the fullest extent such subsidiaries and affiliates are agents permitted by law, each Holder of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentRegistrable Securities being sold, its directors, officers, employees, members, managers, partners, agents, and each personother Person, if any, who controls any Agent (within the meaning of Section 15 of the Securities Act from and the rules and regulations thereunder) such Holder (each, an "Indemnified Person") against any all losses, claims, damages or damages, liabilities, joint and expenses (including legal fees and expenses and all costs incident to investigation or several, preparation with respect to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out ofliabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, the "Losses") caused by, resulting from, or are based upon, (i) relating to any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement Statement, prospectus, or in preliminary prospectus or any amendment thereof or supplement thereto, thereto or the any omission or alleged omission to state therein of a material fact required to be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are caused by or (ii) any untrue statement or alleged untrue statement of a material fact contained in any information furnished to the Prospectus (as amended Company by or supplementedon behalf of such Holder in writing expressly for use therein or by such Holder's failure to deliver a copy of the Resale Registration Statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any of the Company's other obligations under this Agreement, if the Company shall have filed with the Commission any amendment thereof or supplement thereto)indemnify such underwriters, the Statutory Prospectustheir officers, the Disclosure Package or any Issuer Free Writing Prospectusdirectors, if used employees, and agents and each Person who controls (within the period during which meaning of the Agent claiming indemnification is authorized Securities Act and the rules and regulations thereunder) such underwriters or such other indemnified Person to use the Prospectus, same extent as provided hereunder, or above with respect to the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light indemnification of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveHolders of Registrable Securities being sold.

By the Company. The To the fullest extent permitted by law, the Company shall indemnify will, and hereby does, indemnify, hold harmless and defend the Agents (for purposes of this Section 7Investor, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor and each Person, if any, who controls the Investor within the meaning of Section 15 of the Securities Act from and or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Investor Indemnified Person”), against any losses, claims, damages damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or liabilitiesexpenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, subject insofar as such losses, claims, damages, liabilities Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, : (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any New Registration Statement or any post-effective amendment thereto or in any amendment thereof filing made in connection with the qualification of the offering under the securities or supplement theretoother “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus final prospectus (as amended or supplemented, if the Company shall have filed with the Commission files any amendment thereof or supplement thereto), thereto with the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, SEC) or the omission or alleged omission to state therein a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they the statements therein were made, not misleading; provided, however(iii) any violation or alleged violation by the Company of the Securities Act, that the indemnity Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse each Investor Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a): (i) shall not apply to any such losses, claims, damages, liabilities or actions a Claim by an Investor Indemnified Person arising out of, of or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made upon a Violation which occurs in reliance upon and in conformity with written information about the Investor furnished as herein stated in writing to the Company by such Investor Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 7(e3(c) hereof. The foregoing indemnity agreement shall be in addition or Section 3(e); (ii) with respect to any liability which superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company may otherwise havepursuant to Section 3(c) or Section 3(e), and the Investor Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Investor Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 10.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder participating therein, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentagents, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder, director, officer, employee, agent or any of them controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Registration Statement Statement, any preliminary prospectus, prospectus supplement, free writing prospectus or in final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in the Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission directors, officers, employees agents or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The To the extent permitted by law, the Company shall will indemnify and hold harmless the Agents Investor, any underwriter (as defined in the Securities Act) for purposes of this Section 7the Investor, the “Agents” shall be deemed to include directors, if any, of such underwriter and the Agents and all subsidiaries and affiliates officers, if any, of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentunderwriter, and each person, if any, who controls any Agent such underwriter within the meaning of Section 15 of the Securities Act from and or the Exchange Act (each, an "Indemnified Person"), against any losses, claims, damages damages, expenses or liabilities, liabilities (joint or several, ) (collectively "Claims") to which they or any of them may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based uponupon any of the following statements, omissions or violations in the Registration Statement, or any post-effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any post-effective amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the Prospectus effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company shall have filed with the Commission files any amendment thereof or supplement thereto), thereto with the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, SEC) or the omission or alleged omission to state therein a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they the statements therein were made, not misleading; providedmisleading or (iii) any violation or alleged violation by the Company of the Securities Act, howeverthe Exchange Act or any state securities law or any rule or regulation under the Securities Act, that the indemnity Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6.(d) with respect to the number of legal counsel, the Company shall reimburse the Investor and each such underwriters or controlling person, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a6.(a) (i) shall not apply to any such losses, claims, damages, liabilities or actions a Claim arising out of, of or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made upon a Violation which occurs in reliance upon and in conformity with written information furnished as herein stated in Section 7(ewriting to the Company by any Indemnified Person or underwriter for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) hereof. The foregoing indemnity agreement shall be in addition with respect to any liability preliminary prospectus shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Common Stock that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or cause to be delivered the prospectus made available by the Company; and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which the Company may otherwise haveconsent shall not be unreasonably withheld.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentofficers, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Selling Holder or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder or any of them underwriter or controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, such underwriter or such controlling Person in writing specifically for use in the Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission director, officer or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The Company shall indemnify represents and hold harmless warrants to Parent that (A) the Agents Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (for purposes B) the execution and delivery of this Section 7, Agreement by the “Agents” shall be deemed to include Company and consummation by the Agents and all subsidiaries and affiliates Company of the Agents transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the extent such subsidiaries transactions contemplated hereby; (C) this Agreement has been duly executed and affiliates are agents delivered by the Company and constitutes a legal, valid and binding obligation of the Company and, assuming this Agreement constitutes a legal, valid and binding obligation of Parent, is enforceable against the Company in accordance with the provisions of Section 2(a)its terms; (D) and each director or officer of an Agent, and each person, if any, who controls except for any Agent within the meaning of Section 15 of the Securities Act from and against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, filings required under the Securities HSR Act, the Exchange Act Company has taken all necessary corporate and other action to authorize and reserve for issuance and to permit it to issue upon exercise of the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Company Shares for Parent to exercise the Option in full and will take all necessary corporate or other action to authorize and reserve for issuance all additional Company Shares or other securities which may be issuable pursuant to Section 8(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable; (E) upon delivery of the Company Shares and any other federal securities to Parent upon exercise of the Option, Parent will acquire such Company Shares or state statutory law other securities free and clear of all material claims, liens, charges, encumbrances and security interests of any kind or regulation or common lawnature whatsoever, excluding those imposed by Parent; (F) the execution and delivery of this Agreement by the Company do not, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred performance of this Agreement by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of, or are based uponthe Company will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws or equivalent organizational documents of the Company or any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof or supplement theretoits subsidiaries, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) conflict with or violate any untrue statement law, rule, regulation, order, judgment or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if decree applicable to the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during of its subsidiaries or by which the Agent claiming indemnification its or any of their respective properties is authorized to use the Prospectus, as provided hereunderbound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the omission Company's or alleged omission any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to state therein a material fact required to be stated therein others any rights of termination, amendment, acceleration or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out cancellation of, or based uponresult in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any such untrue statement material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or alleged untrue statement, other instrument or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition obligation to any liability which the Company may otherwise haveor any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affected; and (G) the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity except pursuant to the HSR Act.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7Holder, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentagents, and each personPerson, if any, who controls any Agent the Holder within the meaning of Section 15 of the Securities Act from and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they the Holder, director, officer, employee, agent or any of them controlling Person thereof may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in the any Written Testing-the-Waters Communication, a Registration Statement Statement, any preliminary prospectus or in prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package prospectus or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinWritten Testing-the-Waters Communication, in the light of the circumstances under which they were made, ) not misleading, and will reimburse the Holder, its directors, officers, employees and agents, and each such controlling Person, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement or omission or alleged omission so made in conformity with information furnished by the Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such omission directors, officers, employees agents or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which securities by the Company may otherwise haveHolder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the applicable Registration Statement or in other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based 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 the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by applicable law, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, partners, members, employees, investment advisers, agents, representatives and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentmanagers, and each personother Person, if any, who controls any Agent such Selling Holder, within the meaning of Section 15 of the Securities Act from and the Exchange Act, and the directors, officers, partners, members, employees, investment advisers, agents, representatives and managers of such controlling Person, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses), including any of the foregoing incurred in settlement of any litigation commenced or threatened by any party other than a Selling Holder (collectively, “Losses”), joint or several, to which they such Selling Holder or any of them controlling Person or directors, officers, employees, agents, representatives or managers may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Shelf Registration Statement or in any amendment thereof other registration statement contemplated by this Agreement, any preliminary prospectus or supplement final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors, managers, partners, and officers, and each such controlling Person and each such director, officer, partner, employee, agent, representatives or manager for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder or such controlling Person in writing specifically for use in the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission director, officer, partner, member, employee, investment adviser, agent, representatives, manager or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Xxxxxxx Xxxxxx.

By the Company. The Company shall agrees to indemnify and hold harmless the Agents (for purposes of this Section 7harmless, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the fullest extent such subsidiaries permitted by law, each Selling Shareholder and affiliates are its Affiliates and their respective officers, directors, employees, managers, partners and agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each person, if any, Person who controls any Agent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person from and against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, “Losses”) caused by, resulting from or actions arise out of, or are based upon, (i) relating to any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any registration statement, prospectus or in preliminary prospectus or any Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, thereto or the any omission (or alleged omission to state therein omission) of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, howeverexcept insofar as the same are caused by any information furnished in writing to the Company by such Selling Shareholder expressly for use therein. In connection with an Underwritten Offering and without limiting any of the Company’s other obligations under this Agreement, that the indemnity agreement contained in Company shall also indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Selling Shareholders. Reimbursements payable pursuant to the indemnification contemplated by this Section 7(a3.8(a) shall not apply to will be made by periodic payments during the course of any such lossesinvestigation or defense, claims, damages, liabilities as and when bills are received or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveexpenses incurred.

By the Company. The In consideration of each Purchaser’s execution and delivery of the Transaction Documents and acquiring the Shares and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Purchaser and each of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the Agents foregoing Persons’ agents or other representatives (for purposes of including, without limitation, those retained in connection with the transactions contemplated by this Section 7Agreement) (collectively, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(aIndemnitees”)) and each director or officer of an Agent, and each personas incurred, if any, who controls any Agent within the meaning of Section 15 of the Securities Act from and against any lossesand all actions, causes of action, suits, claims, damages or liabilitieslosses, joint or severalcosts, to which they or any of them may become subjectpenalties, under the Securities Actfees, the Exchange Act or any other federal or state statutory law or regulation or common lawliabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to reimburse the Agents action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee (unless such directorsaction is based solely upon any conduct by such Indemnitee which is finally judicially determined to constitute fraud, officers and controlling personsgross negligence, willful misconduct or malfeasance), as incurreda result of, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise arising out of, or are based upon, relating to (ia) any untrue statement or alleged untrue statement of a material fact contained in the Demand Registration Statement, any prospectus filed in connection with the Demand Registration Statement or in any amendment thereof or supplement thereto, or the arising out of or relating to any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading; provided, howeverexcept to the extent that (i) such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding Purchaser furnished in writing to the Company by Purchaser expressly for use therein, (b) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (c) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (d) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (ii) the status of such Purchaser as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents. To the extent that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which undertaking by the Company may otherwise havebe unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its Affiliates and all subsidiaries their respective directors and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentofficers, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Selling Holder or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings within a reasonable time after such expenses are incurred and the Selling Holder Indemnified Person notifies the Company of such expenses; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based 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 the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The To the extent permitted by law, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Holder, the “Agents” shall be deemed to include partners, management company, members, managers, officers and directors of each Holder, any underwriter (as defined in the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(aSecurities Act)) and each director or officer of an Agent, and each person, if any, who controls any Agent such Holder or underwriter within the meaning of Section 15 of the Securities Act from or the Exchange Act (each, a “Company Indemnified Party” and collectively the “Company Indemnified Parties”), against any losses, claims, damages or liabilitiesliabilities (collectively, “Losses”) (joint or several, ) to which they or any of them may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionslaws, insofar as such losses, claims, damages, liabilities Losses (or actions in respect of such Losses) arise out of, of or are based uponupon any of the following statements, omissions or violations (any of the following, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement or in incorporated by reference therein, including any amendment thereof preliminary prospectus or supplement final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if ; and the Company shall have filed will reimburse each such Company Indemnified Party for any legal or other expenses reasonably incurred by them (including reasonable attorneys’ fees) in connection with the Commission investigating or defending any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as such Loss; provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a2.8(a) shall not apply to amounts paid in settlement of any such lossesLoss if such settlement is effected without the consent of the Company, claimswhich consent shall not be unreasonably withheld, damages, liabilities or actions arising out of, or based upon, nor shall the Company be liable in any such untrue statement or alleged untrue statement, or case for any such omission Loss to the extent (and only to the extent) that it arises out of or alleged omission, if such statement or omission was made is based upon a Violation which occurs in reliance upon and in conformity with written information furnished as herein stated for use in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the connection with such registration by such Company may otherwise haveIndemnified Party.

By the Company. The Company shall indemnify and hold harmless the Agents (for purposes of this Section 7agrees to indemnify, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the fullest extent such subsidiaries and affiliates are agents permitted by law, each Holder of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentRegistrable Securities being sold, its directors, officers, employees, members, managers, partners, agents, and each personother Person, if any, who controls any Agent (within the meaning of Section 15 of the Securities Act from and the rules and regulations thereunder) such Holder (each, an “Indemnified Person”) against any all losses, claims, damages or damages, liabilities, joint and expenses (including legal fees and expenses and all costs incident to investigation or several, preparation with respect to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out ofliabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, the “Losses”) caused by, resulting from, or are based upon, (i) relating to any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement Statement, prospectus, or in preliminary prospectus or any amendment thereof or supplement thereto, thereto or the any omission or alleged omission to state therein of a material fact required to be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are caused by or (ii) any untrue statement or alleged untrue statement of a material fact contained in any information furnished to the Prospectus (as amended Company by or supplementedon behalf of such Holder in writing expressly for use therein or by such Holder’s failure to deliver a copy of the Shelf Registration Statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any of the Company’s other obligations under this Agreement, if the Company shall have filed with the Commission any amendment thereof or supplement thereto)indemnify such underwriters, the Statutory Prospectustheir officers, the Disclosure Package or any Issuer Free Writing Prospectusdirectors, if used employees, and agents and each Person who controls (within the period during which meaning of the Agent claiming indemnification is authorized Securities Act and the rules and regulations thereunder) such underwriters or such other indemnified Person to use the Prospectus, same extent as provided hereunder, or above with respect to the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light indemnification of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveHolders of Registrable Securities being sold.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, members, partners, employees, agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) Affiliates and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder or its Affiliates within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, members, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, third party expenses incurred by or liabilitieson such Holder’s behalf or liabilities (including reasonable attorneys’ fees and third party expenses incurred by or on such Holder’s behalf) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) such Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or any free writing prospectus relating thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and shall reimburse each such Selling Holder Indemnified Person for any legal or other third party expenses reasonably incurred by or on such Holder’s behalf in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained in this Section 7(a) Company shall not apply to be liable in any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based 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 prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Existing Investor thereunder, the “Agents” shall be deemed to include the Agents its directors and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentofficers, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Existing Investor or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys' fees and expenses) (collectively, "Losses"), joint or several, to which they such Existing Investor or any of them underwriter or controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Existing Investor, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Existing Investor, such underwriter or such controlling Person in writing specifically for use in the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Existing Investor or any such omission director, officer or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Existing Investor.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, employees, agents, and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentmanagers, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Selling Holder or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees, agents, and managers, against any losses, claims, damages damages, expenses, or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder or any of them underwriter or controlling Person or directors, officers, employees, agents, or managers may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Shelf Registration Statement or in any amendment thereof other registration statement contemplated by this Agreement, any preliminary prospectus or supplement final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors and officers, each such underwriter and each such controlling Person and each such director, officer, employees, agent, or manager for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, such underwriter, or such controlling Person in writing specifically for use in the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable, or information relating to such Selling Holder that was reviewed and expressly approved in writing by such Selling Holder expressly for use in a registration statement, such prospectus supplement or in any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission director, officer, employee, agent, manager, or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7harmless, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the fullest extent permitted by law and without limitation as to time, each Holder, such subsidiaries Holder’s officers, directors, employees, agents, fiduciaries, stockholders, managers, partners, members, Affiliates, direct and affiliates are indirect equityholders, accountants, attorneys, consultants, agents and representatives, and employees of the Company in accordance with the provisions each of Section 2(a)) them, and each director or officer of an Agentany successors and assigns thereof, and each person, if any, Person who controls any Agent such Holder (within the meaning of Section 15 of the Securities Act from Act) (the “Indemnified Parties,” and each an “Indemnified Party”) against any all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities and expenses (including with respect to actions or actions arise proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or are based uponrelated 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 the Registration Statement (A) any registration statement, prospectus, preliminary prospectus, roadshows or in 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 to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading 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 (ii) any relate to an untrue statement or alleged untrue statement of a material fact contained omission, made in the such registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinany application, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with with, written information prepared and furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition writing to any liability which the Company may 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 haveagreed 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 To the extent permitted by law, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Holder, the “Agents” shall be deemed to include partners, officers and directors of each Holder, any underwriter (as defined in the Agents and all subsidiaries and affiliates of the Agents to the extent 0000 Xxx) for such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, Holder and each person, if any, who controls any Agent such Holder or underwriter within the meaning of Section 15 of the Securities 1933 Act from and or the Exchange Act, against any losses, claims, damages damages, or liabilities, liabilities (joint or several, ) to which they or any of them may become subject, subject under the Securities 1933 Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of, of or are based uponupon any of the following statements, omissions or violations (i) collectively a “Violation”): · any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement Statement, including any preliminary prospectus or in final prospectus contained therein or any amendment thereof amendments or supplement supplements thereto, or ; · the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, ; or (ii) · any untrue statement violation or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if violation by the Company shall have filed of the 1933 Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the 1933 Act, the Exchange Act or any federal or state securities law in connection with the Commission offering covered by such Registration Statement; and the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any amendment thereof legal or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectusother expenses reasonably incurred by them, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinincurred, in the light of the circumstances under which they were madeconnection with investigating or defending any such loss, not misleadingclaim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 7(asubsection (a) shall not apply to amounts paid in settlement of any such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arising out ofaction if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), or based upon, nor shall the Company be liable in any such untrue statement or alleged untrue statement, or case for any such omission loss, claim, damage, liability or alleged omission, if such statement action to the extent that it arises out of or omission was made is based upon a Violation which occurs in reliance upon and in conformity with written information furnished as herein stated expressly for use in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveconnection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Holder thereunder, the “Agents” shall be deemed to include the Agents its Affiliates and all subsidiaries their respective directors, officers, managers, employees and affiliates of the Agents agents and each underwriter pursuant to the extent applicable underwriting agreement with such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) underwriter and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Holder or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act and its directors, officers, employees and agents (collectively, the “Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus (or in roadshow or other similar marketing material) or final prospectus, or any amendment thereof or supplement theretothereof, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, (iii) a Holder being deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with an offering under Section 2.2, or (iv) any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations applicable to the Company, in connection with the Registration Statement in respect of any registration of the Company’s securities, and will reimburse each such Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement, statement or any such omission or alleged omission, if such statement or omission was so made in reliance upon and in strict conformity with written information furnished as herein stated by such Holder Indemnified Person in Section 7(e) hereofwriting specifically for use in a Registration Statement or any prospectus contained therein or any amendment or supplement thereof. The foregoing Such indemnity agreement shall be remain in addition to full force and effect regardless of any liability which investigation made by or on behalf of such Holder Indemnified Person and shall survive the Company may otherwise havetransfer of such securities by such Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder participating therein, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentagents, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder, director, officer, employee, agent or any of them controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in the any Written Testing-the-Waters Communication, a Registration Statement Statement, any preliminary prospectus or in prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package prospectus or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinWritten Testing-the-Waters Communication, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors, officers, employees and agents, and each such controlling Person, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission Selling Holder or alleged omissionany such directors, if officers, employees agents or controlling Person, and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by applicable law, the Company shall indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, members, partners, employees, agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) Affiliates and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder or its Affiliates within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, members, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, third party expenses incurred by or liabilitieson such Holder’s behalf or liabilities (including reasonable attorneys’ fees and third party expenses incurred by or on such Holder’s behalf) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) such Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or any free writing prospectus relating thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and shall reimburse each such Selling Holder Indemnified Person for any legal or other third party expenses reasonably incurred by or on such Holder’s behalf in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained in this Section 7(a) Company shall not apply to be liable in any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based 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 prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The To the extent permitted by law, the Company shall indemnify and will -------------- indemnify, hold harmless and defend each Investor, each director and officer of and person, if any, who controls such Investor within the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates meaning of the Agents to 1933 Act or the extent such subsidiaries 1934 Act, and affiliates are agents of each underwriter (as defined in the Company in accordance with 0000 Xxx) for the provisions of Section 2(a)) Investors, and each director or and officer of an Agentof, and each person, if any, who controls any Agent controls, such underwriter within the meaning of Section 15 of the Securities 1933 Act from and or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or expenses (joint or several) (collectively, "Claims") to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, on: (ia) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement or in any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iib) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the Prospectus effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company shall have filed with the Commission files any amendment thereof or supplement thereto), thereto with the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, SEC) or the omission or alleged omission to state therein a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they the statements therein were made, not misleading; provided, howeveror (c) any violation or alleged violation caused by the Company of the 1933 Act, that the indemnity 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the preceding clauses (a), (b) and (c) being, collectively, "Violations"). Subject to the restrictions in section 6.4 with respect to the number of legal counsel, the Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by such Indemnified Person in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary herein, the indemnification agreement contained in this Section 7(asection 6.1: (1) shall not apply to any such losses, claims, damages, liabilities or actions a Claim arising out of, of or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made on a Violation that occurs in reliance upon on and in conformity with written information furnished as herein stated in Section 7(ewriting to the Company by, or caused by, any Indemnified Person or underwriter for such Indemnified Person in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to section 3.3; (2) hereof. The foregoing indemnity agreement shall be in addition with respect to any liability which preliminary prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company may otherwise havepursuant to section 3.3; (3) shall not be available to the extent that such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company; and (4) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to section 9.

By the Company. The Company shall indemnify and hold harmless the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates As of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each person, if any, who controls any Agent within the meaning of Section 15 of the Securities Act from and against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, date it became effective under the Securities Act, the Registration Statement contained, and the prospectus contained therein (the "Prospectus") and any amendments or supplements thereto will contain, as of the date the Prospectus or any such amendment or supplement is filed with the Securities and Exchange Commission (the "Commission"), all statements which are required to be stated therein by, and will conform in all material respects to, the requirements of the Securities Act and the rules and regulations of the Commission thereunder. The documents incorporated, or to be incorporated, by reference in the Prospectus, at the time they became effective or were or will be filed with the Commission, conformed or will conform, as the case may be, in all material respects, to the requirements of the Exchange Act or any other federal or state statutory law or regulation or common lawthe Securities Act, as applicable, and to reimburse the Agents rules and such directors, officers regulations of the Commission thereunder. The Registration Statement and controlling personsany amendment thereto will not contain, as incurredof the date it becomes effective, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof or supplement thereto, or the omission or alleged omission and will not omit to state therein a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The Prospectus and any amendments and supplements thereto, as of the date the Prospectus or (ii) any such amendment or supplement is filed with the Commission, will not contain any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission and will not omit to state therein a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, provided however, that the indemnity agreement Company makes no representations or warranties as to the information contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, omitted from the Registration Statement or based upon, any such untrue statement or alleged untrue statementthe Prospectus, or any such omission amendment or alleged omissionsupplement, if such statement or omission was made in reliance upon upon, and in conformity with with, written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveby or on behalf of VE, VW or VNAC or any underwriter set forth in the Underwriting Agreement, specifically for use in the preparation thereof.

By the Company. The In the event of a registration of any Shares under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7Shareholder thereunder, the “Agents” shall be deemed to include the Agents its directors and all subsidiaries officers and affiliates of the Agents each underwriter pursuant to the extent applicable underwriting agreement with such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) underwriter and each director or officer of an Agent, and each personPerson, if any, who controls any Agent the Shareholder or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, joint or several“Losses”), to which they the Shareholder or any of them underwriter or controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement Statement, any preliminary prospectus or in final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse the Shareholder, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement or omission or alleged omission so made in conformity with information furnished by the Shareholder, such underwriter or such controlling Person in writing specifically for use in the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Shareholder or any such omission director, officer or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which securities by the Company may otherwise haveShareholder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder participating therein, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentagents, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder, director, officer, employee, agent or any of them controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in the Registration Statement or any other registration statement contemplated by this Agreement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission directors, officers, employees agents or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, members, partners, employees, agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) Affiliates and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder or its Affiliates within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, managers, members, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses incurred by or liabilitieson such Holder’s behalf or liabilities (including reasonable attorneys’ fees and expenses incurred by or on such Holder’s behalf) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or in other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by or on such Holder’s behalf in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any Selling Holder in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Participating Unitholder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Participating Unitholder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Participating Unitholder Indemnified Persons”), against any losses, claims, damages or liabilitiesLosses, joint or several, to which they or any of them such Participating Unitholder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Participating Unitholder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Participating Unitholder Indemnified Person in writing specifically for use in the Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionParticipating Unitholder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Participating Unitholder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7Montierra thereunder, the “Agents” shall be deemed to include the Agents its Affiliates and all subsidiaries their respective directors and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentofficers, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent Montierra or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act (collectively, the “Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings within a reasonable time after such expenses are incurred and the Indemnified Person notifies the Company of such expenses; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Indemnified Person in writing specifically for use in the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionIndemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by Montierra.

By the Company. The Company shall indemnify and hold harmless In the Agents (for purposes event of the registration of any Registrable Securities under the Securities Act pursuant to this Section 7Agreement, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates Company will indemnify each seller of the Agents to the extent such subsidiaries and affiliates are agents Registrable Securities thereunder, each underwriter of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentRegistrable Securities thereunder, and each other person, if any, who controls any Agent such seller or underwriter within the meaning of Section 15 of the Securities Act from and against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act, against any claims, losses, damages or liabilities to which they may become subject under the Exchange Securities Act or any other federal under applicable state securities laws or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such claims, losses, claims, damages, damages or liabilities or actions arise out of, of or are based upon, (i) upon any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement Securities Act pursuant to this Agreement, prospectus (including any preliminary prospectus) or any amendments or supplements thereto contained in any amendment thereof or supplement theretosuch registration statement, or the arise out of or are based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each such seller, each such underwriter and each such controlling person, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case if and to the extent that any such claim, loss, damage, expense, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission (i) made in conformity with information furnished by any such seller, any such underwriter or any such controlling person in writing specifically for use in such registration statement or prospectus, or (ii) contained in a preliminary prospectus and subsequently corrected in a final or amended prospectus, copies of which were delivered to such seller, underwriter or controlling person on a timely basis; and provided, howeverfurther, that the indemnity agreement contained in this Section 7(a) herein shall not apply to amounts paid in settlement of any such lossesclaim, claimsloss, damagesdamage, liabilities liability or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, action if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement settlement is effected without the consent of the Company, which consent shall not be in addition to any liability which the Company may otherwise haveunreasonably withheld.

By the Company. The Company shall indemnify and hold harmless the Agents (for purposes of this Section 7agrees to indemnify, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries permitted by law, each holder of Registrable Securities and, as applicable, each of its trustees, stockholders, members, directors, managers, partners, officers and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentemployees, and each person, if any, Person who controls any Agent such holder (within the meaning of Section 15 of the Securities Act from and against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act), the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such against all losses, claims, damages, liabilities or actions arise out ofand expenses (including, or are based uponbut not limited to, reasonable attorneys’ fees and expenses) (icollectively, “Losses”) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement, prospectus or in preliminary prospectus, or any amendment thereof or supplement theretothereto (including, in each case, all documents incorporated therein by reference), or the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if any information furnished in writing to the Company shall have filed by such holder expressly for use therein or by such holder’s failure to deliver a copy of the prospectus or preliminary prospectus, or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the Commission any amendment thereof or supplement thereto)same. In connection with an underwritten offering, the Statutory ProspectusCompany will indemnify such underwriters, the Disclosure Package or any Issuer Free Writing Prospectus, if used their officers and directors and each Person who controls such underwriters (within the period meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. The payments required by this Section 8.01 will be made periodically during which the Agent claiming indemnification is authorized to use course of the Prospectusinvestigation or defense, as provided hereunder, and when bills are received or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingexpenses incurred; provided, however, that the indemnity agreement contained in this Section 7(aif a final and non-appealable judicial determination shall be made that such Indemnified Party (as defined below) shall is not apply entitled to indemnification for any such lossesLosses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any Indemnified Party shall repay to the Company the amount of such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability Losses for which the Company may otherwise haveshall have paid or reimbursed such Indemnified Party.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its Affiliates that own Registrable Securities and all subsidiaries their respective directors, officers, employees and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus or prospectus supplement, in the light of the circumstances under which such statement is made) contained in the Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended prospectus or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus supplement, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement 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 such other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement, free writing prospectus, or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The Company shall indemnify and hold harmless the Agents (for purposes of this Section 7agrees to indemnify, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the fullest extent such subsidiaries and affiliates are agents permitted by law, each holder of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentRegistrable Securities being sold, its directors, officers, employees, members, managers, partners, agents, and each personother Person, if any, who controls any Agent (within the meaning of Section 15 of the Securities Act from and the rules and regulations thereunder) such holder (each, an “Indemnified Person”) against any all losses, claims, damages or damages, liabilities, joint and expenses (including legal fees and expenses and all costs incident to investigation or several, preparation with respect to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out ofliabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, the “Losses”) caused by, resulting from, or are based upon, (i) relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including, without limitation, the Initial Resale Registration Statement Statement), prospectus, or in preliminary prospectus or any amendment thereof or supplement thereto, thereto or the any omission or alleged omission to state therein of a material fact required to be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are caused by or (ii) contained in any untrue information furnished to the Company by or on behalf of such holder in writing expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or alleged untrue statement prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of a material fact contained in copies of the Prospectus (as amended or supplementedsame and notified such holder of such obligation. In connection with an underwritten offering and without limiting any of the Company’s other obligations under this Agreement, if the Company shall have filed with the Commission any amendment thereof or supplement thereto)indemnify such underwriters, the Statutory Prospectustheir officers, the Disclosure Package or any Issuer Free Writing Prospectusdirectors, if used employees, and agents and each Person who controls (within the period during which meaning of the Agent claiming indemnification is authorized Securities Act and the rules and regulations thereunder) such underwriters or such other indemnified Person to use the Prospectus, same extent as provided hereunder, or above with respect to the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light indemnification of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveholders of Registrable Securities being sold.

By the Company. The To the fullest extent permitted by law, the Company shall indemnify will, and hereby does, indemnify, hold harmless the Agents (for purposes of this Section 7and defend each Investor, the “Agents” shall be deemed to include the Agents their respective directors, officers, managers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentagents, and each personPerson, if any, who controls any Agent Investor within the meaning of Section 15 of the Securities 1933 Act from and or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages or damages, liabilities, judgments, fines, penalties, charges, costs, reasonable and documented attorneys' fees, amounts paid in settlement, joint or several, and any reasonable and documented expenses (collectively, "Indemnified Damages"), incurred in investigating, preparing or defending any action, claim, suit, proceeding, investigation or appeal taken from the foregoing by or before any court or Governmental Authority or other administrative or regulatory agency or body (including the SEC and any state commission or authority or self-regulatory organization or securities exchange in the United States or elsewhere), whether pending or threatened (each, a "Claim" and collectively, "Claims"), to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, subject insofar as such losses, claims, damages, liabilities Claim (or actions or proceedings, whether commenced or threatened, in respect thereof) or Indemnified Damages arise out of, of or are based upon, : (i) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement or any post-effective amendment thereto or in any amendment thereof filing made in connection with the qualification of the offering under the securities or supplement theretoother Blue Sky laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the any Prospectus, including any preliminary Prospectus, free writing Prospectus or final Prospectus (as amended or supplemented, if the Company shall have filed with the Commission files any amendment thereof or supplement thereto, and including all information incorporated by reference therein), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; providedmisleading or (iii) any violation or alleged violation by the Company of the 1933 Act, howeverthe 1934 Act, that any other law, including any state securities law, or any rule or regulation thereunder relating to the indemnity offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable and documented expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a6(a): (x) shall not apply to any such losses, claims, damages, liabilities a Claim or actions Indemnified Damages sought by an Indemnified Person to the extent arising out of, of or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made upon a Violation which occurs in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition writing to any liability which the Company may otherwise haveby such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; and (y) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive any transfer of Registrable Securities by any Investor pursuant to Section 9.

By the Company. The Company shall agrees to indemnify and hold harmless the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) each Holder and each director or officer of an Agent, and each personPerson, if any, who controls any Agent Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any all losses, claims, damages or liabilitiesand liabilities (including, joint or severalwithout limitation, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses reasonably incurred by them such Holder or controlling Person in connection with defending or investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities action or actions arise out of, or are based upon, (iclaim) caused by any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement (or in any amendment thereof or supplement thereto) pursuant to which such Holder's Registrable Securities were registered under the Securities Act, or the caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) caused by any untrue statement or alleged untrue statement of a material fact contained in the any related Prospectus (as amended or supplemented, supplemented if the Company shall have filed with the Commission furnished any amendment thereof amendments or supplement supplements thereto), the Statutory Prospectus, the Disclosure Package or caused by any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities were caused by any such untrue statement or omission or alleged untrue statement or omission based upon written information related to such Holder furnished to the Company by, or on behalf of, such Holder specifically for use therein; provided, however, that the foregoing indemnity agreement contained in this Section 7(a) with respect to any Prospectus shall not apply inure to the benefit of any Holder from whom the Person asserting any such losses, claims, damages, damages or liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statementacquired Registrable Securities, or any Person controlling such omission or alleged omissionHolder, if such statement a copy of the final Prospectus (as then amended or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which supplemented if the Company may otherwise haveshall have furnished any amendments or supplements thereto) was not sent by, or delivered on behalf of, such Holder to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person and the final Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

By the Company. The In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, the Company shall will indemnify and hold harmless the Agents (for purposes each seller of this Section 7such Restricted Stock thereunder, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates each underwriter of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) Restricted Stock thereunder and each director or officer of an Agent, and each other person, if any, who controls any Agent such seller or underwriter within the meaning of Section 15 of the Securities Act from and Act, against any losses, claims, damages or liabilities, joint or several, to which they such seller, underwriter or any of them controlling person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Restricted Stock was registered under the Registration Statement Securities Act pursuant to Sections 4, 5 or in 6, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such seller, each such underwriter and each such controlling person for any legal or (ii) other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary so made in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to conformity with information furnished by any such losses, claims, damages, liabilities or actions arising out of, or based uponseller, any such untrue statement or alleged untrue statement, underwriter or any such omission or alleged omission, if controlling person in writing specifically for use in such registration statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveprospectus.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7Investor, the “Agents” shall be deemed to include the Agents its directors, officers and all subsidiaries and affiliates of the Agents partners, each underwriter pursuant to the extent applicable underwriting agreement with such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentunderwriter, and each personPerson, if any, who controls any Agent the Investor or underwriter within the meaning of Section 15 of the Securities Act from and or the Exchange Act, against any and all losses, claims, damages or liabilitiesdamages, joint or severalexpenses and liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), to which they or any of them such Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the a Registration Statement Statement, any preliminary prospectus or in final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, or any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other applicable securities law, or any rule or regulation thereunder, and will reimburse the Investor, its directors, officers and partners, each such underwriter and each such controlling Person for any and all legal and other expenses reasonably incurred by any of them in connection with investigating or defending any such Loss or action or proceeding; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement or omission or alleged omission so made in conformity with information furnished by the Investor, such underwriter or such controlling Person in writing specifically for use in a Registration Statement or any prospectus contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor or any such omission director, officer, partner, underwriter or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which Registrable Securities by the Company may otherwise haveInvestor.

By the Company. The Company shall indemnify and hold harmless To the Agents (for purposes of this Section 7fullest extent permitted by law, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentwill, and hereby does, indemnify, hold harmless, and defend the Investor, each personPerson, if any, who controls any Agent the Investor, the members, the directors, officers, partners, employees, agents, and representatives of the Investor and each Person, if any, who controls the Investor within the meaning of Section 15 of the Securities Act from and or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Investor Indemnified Person”), against any losses, claims, damages damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement, or liabilitiesexpenses, joint or severalseveral (collectively, “Claims”), incurred in investigating, preparing, or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative, or other regulatory agency, body, or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, : (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, any New Registration Statement, or any post-effective amendment thereto or in any amendment thereof filing made in connection with the qualification of the offering under the securities or supplement theretoother “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus final prospectus (as amended or supplemented, if the Company shall have filed with the Commission files any amendment thereof or supplement thereto), thereto with the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, SEC) or the omission or alleged omission to state therein a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they the statements therein were made, not misleading; provided, however(iii) any violation or alleged violation by the Company of the Securities Act, that the indemnity Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement, or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse each Investor Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a6(a): (i) shall not apply to any such losses, claims, damages, liabilities or actions a Claim by an Investor Indemnified Person arising out of, of or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made upon a Violation that occurs in reliance upon and in conformity with written information about the Investor furnished as herein stated in writing to the Company by such Investor Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement, or any such amendment thereof or supplement thereto, if such prospectus were timely made available by the Company pursuant to Section 7(e3(c) hereof. The foregoing indemnity agreement shall be in addition or Section 3(e); (ii) with respect to any liability which superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company may otherwise havepursuant to Section 3(c) or Section 3(e), and the Investor Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Investor Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 8.

By the Company. The In the event of a registration of any Registrable Shares under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, employees, agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentmanagers, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees, agents and managers, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder or any of them controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions arise out ofor proceedings, whether commenced or are based uponthreatened, in respect thereof), (i) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in the light of the circumstances under which such statement is made) contained in the a Mandatory Registration Statement or in any amendment thereof other registration statement contemplated by this Agreement, any preliminary prospectus or supplement final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, their respective directors and officers and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder or such controlling Person in writing specifically for use in the Mandatory Registration Statement or such other registration statement, free writing prospectus or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission director, officer, employee, agent, manager or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The To the extent permitted by law, the Company shall will indemnify and hold harmless the Agents Seller, any underwriter (for purposes of this Section 7as defined in the Securities Act), the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)their respective officers, directors, shareholders, agents, employees or other control persons ("Related Persons") and each director or officer of an Agent, and each person, if any, who controls any Agent within the meaning of Section 15 of the Securities Act from and against any actions, costs, losses, claims, damages or liabilities, joint liabilities ("Claims or several, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsDamages"), insofar as such losses, claims, damages, liabilities Claims or Damages (or actions in respect thereto) arise out of, of or are based upon, upon the following actions by the Company or its Related Persons: (i) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement Statement, including any preliminary prospectus or in final prospectus contained therein or any amendment thereof amendments or supplement supplements thereto, or ; (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by any party or its agents of the Securities Act, the Securities Exchange Act of 1934 (the "Exchange Act"), any federal or state securities law, or (ii) any untrue statement rule or alleged untrue statement regulation promulgated under any of a material fact contained the foregoing in the Prospectus (as amended or supplemented, if the Company shall have filed connection with the Commission offering covered by such Registration Statement (collectively, "Violations"). The Company will reimburse the Seller and each of its Related Persons for any amendment thereof legal or supplement thereto), the Statutory Prospectus, the Disclosure Package other expenses they or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, of them may incur in connection with investigating or the omission defending any such Claims or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingDamages; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such lossesClaims or Damages if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed), claims, damages, liabilities or actions arising out of, or based upon, nor shall the Company be liable in any such untrue statement or alleged untrue statement, or case for any such omission Claims or alleged omission, if such statement Damages to the extent that they arise out of or omission was made are based upon a Violation that occurs in reliance upon and in conformity with written information furnished as herein stated expressly for use in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to connection with such registration by the Seller or any liability which the Company may otherwise haveof its Related Persons.

By the Company. The Company shall agrees to indemnify and hold harmless the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each person, if any, who controls any Agent within the meaning of Section 15 of the Securities Act Stockholder Indemnified Party from and against any losses, claims, damages or liabilitiesLosses, joint or several, to which they or any of them such Stockholder Indemnified Party may become subject, subject under the Securities Act, the Exchange Act Act, state securities or any other federal or state statutory blue sky laws, common law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or in any amendment thereof or supplement theretoProspectus, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Company will reimburse each such Stockholder Indemnified Party for any reasonable fees and expenses of outside legal counsel for such Stockholder Indemnified Parties, or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such claims; provided, however, that the indemnity agreement contained in this Section 7(a) shall Company will not apply to indemnify or hold harmless any Stockholder Indemnified Party from or against any such losses, claims, damages, liabilities or actions arising out of, or based upon, Losses (including any related expenses) to the extent such untrue statement or alleged Losses (including any related expenses) result from an untrue statement, or any such omission or alleged omission, if such statement or omission was allegation thereof which were (a) made in reliance upon and in conformity with written information furnished provided by or on behalf of the applicable Selling Stockholder specifically and expressly for use or inclusion in the applicable Registration Statement or Prospectus or (b) made in any Prospectus used after such time as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveadvised such Selling Stockholder that the filing of a post-effective amendment or supplement thereto was required, except that this proviso shall not apply if the untrue statement, omission, or allegation thereof is contained in the Prospectus as so amended or supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholder Indemnified Parties and shall survive the transfer of such securities by the Selling Stockholders.

By the Company. The Company Company, shall indemnify and hold harmless the Agents (for purposes of this Section 7each Holder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, employees, investment managers, agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) Affiliates and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Holder or its Affiliates within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees, investment managers or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, upon (i) any untrue statement or alleged untrue statement of a any material fact (in the case of any Prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) such Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or any free writing prospectus relating thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulations promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and shall reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained in this Section 7(a) Company shall not apply to be liable in any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based 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 prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In connection with any registration statement filed by the Company pursuant to Section 2.1 or 2.2 hereof, to the fullest extent permitted by law, the Company shall and hereby agrees to indemnify and hold harmless (i) the Agents Stockholder and any other sellers of Registrable Common Stock covered by such registration statement, (for purposes ii) each other Person who participates as an underwriter in the offering or sale of this Section 7such securities, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)(iii) and each director or officer of an Agent, and each personother Person, if any, who controls any Agent (within the meaning of Section 15 of the Securities Act from Exchange Act) the Stockholder or any seller or any such underwriter, and (iv) their respective shareholders, members, directors, officers, managers, employees, partners, agents and Affiliates (each, a “Company Indemnitee”), against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities (including actions or actions proceedings, whether commenced or threatened, 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, of or are based upon, upon (iA) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered or otherwise offered or sold under the Registration Statement Securities Act or in otherwise, any amendment thereof preliminary prospectus, final prospectus or supplement summary prospectus related thereto, or the any amendment or supplement thereto (or any document incorporated by reference therein) (collectively, “Offering Documents”), or (B) any omission or alleged omission to state therein 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, or (iiC) any violation by the Company of any federal or state law, rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration; provided that, the Company shall not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary made in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made Offering Documents in reliance upon and in conformity with written information furnished to the Company in a writing duly executed by such Company Indemnitee specifically stating that it is expressly for use therein; and provided, further, that the Company shall not be liable to any Person who participates as herein stated an underwriter in Section 7(ethe offering or sale of shares of Registrable Common Stock or who controls (within the meaning of the Exchange Act) hereofsuch 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 may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Common Stock to such Person if such statement or omission was corrected in such final prospectus. The foregoing indemnity agreement shall be remain in addition to full force and effect regardless of any liability which investigation made by or on behalf of any Company Indemnitee and shall survive the transfer of such securities by such Company may otherwise haveIndemnitee.

By the Company. The Company shall indemnify and hold harmless the Agents (for purposes of this Section 7agrees to indemnify, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the fullest extent such subsidiaries and affiliates are agents permitted by law, each Holder of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentRegistrable Securities being sold, its directors, officers, employees, members, managers, partners, agents, and each personother Person, if any, who controls any Agent (within the meaning of Section 15 of the Securities Act from and the rules and regulations thereunder) such Holder (each, an "Indemnified Person") against any all losses, claims, damages or damages, liabilities, joint and expenses (including legal fees and expenses and all costs incident to investigation or several, preparation with respect to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out ofliabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, the "Losses") caused by, resulting from, or are based upon, (i) relating to any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement Statement, prospectus, or in preliminary prospectus or any amendment thereof or supplement thereto, thereto or the any omission or alleged omission of a material fact required to state be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished to the Company by or on behalf of such Holder in writing expressly for use therein or by such Holder's failure to deliver a copy of the Resale Registration Statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any of the Company's other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors, employees, and agents and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities being sold. By the Investor. In connection with any registration statement in which a Holder of Registrable Securities is participating pursuant to this Agreement, each such Holder will, if requested, furnish to the Company in writing information regarding such Holder's ownership of Registrable Securities and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) the Company against all Losses caused by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Resale Registration Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished to the Company in writing by or on behalf of such Holder expressly for use therein; provided, however, that each Holder's obligation to indemnify the Company hereunder shall be apportioned between each Holder based upon the net amount received by each Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Holders of Registrable Securities sold pursuant to such registration statement, no such Holder being liable to the Company in excess of such apportionment; and provided, further (i) that each Holder's obligation to indemnify the Company hereunder shall be apportioned between each Holder as is appropriate to reflect the relative fault of such Holder on the one hand, and of each other Holder on the other, in connection with the statements or omissions that resulted in such Losses. The relative fault of each Holder on the one hand, and each other Holder on the other, shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required relates to be stated therein information supplied by such Holder and the parties' relevant intent, knowledge, information and opportunity to correct or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if prevent such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveomission.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, employees, agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentmanagers, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees, agents and managers, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder or any of them controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Shelf Registration Statement or in any amendment thereof other registration statement contemplated by this Agreement, any preliminary prospectus or supplement final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors and officers and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder or such controlling Person in writing expressly for inclusion in the Shelf Registration Statement or such other registration statement, or any such omission or alleged omissionprospectus supplement, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveapplicable.

By the Company. The Company shall Companies will indemnify and hold harmless the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, you and each person, if any, who controls any Agent you within the meaning of Section 15 of the Securities Act from and Act, against any losses, claims, damages or liabilities, joint or several, to which they you or any of them such controlling person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement Memorandum, or in any amendment related sales material (whether designated solely for broker-dealer use or otherwise) which the Companies or any respective officer thereof authorizes in writing for use by you or supplement theretoany Placement Agent, or arise out of or are based upon the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that none of such persons will be liable to indemnify you or (ii) such a controlling person thereof pursuant to this Section 7.1 to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any of them by you specifically for use in the Memorandum or sales material; and will reimburse you and each such controlling person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability which or action. Notwithstanding the foregoing provisions of this Section 7.1, the Companies shall not indemnify you or any person, if any, who controls you within the meaning of the Securities Act, for losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations by the particular indemnitee not caused by materials supplied by the Companies or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee or (iii) a court of competent jurisdiction approves the settlement of the claims against the particular indemnitee. In any claim against a Company for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the SEC, the Massachusetts Securities Division, the Tennessee Securities Division and any other states that may otherwise haverequire it with respect to the issue of indemnification for securities law violations.

By the Company. The To the extent permitted by law, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Holder, the “Agents” shall be deemed to include partners, management company, members, managers, officers and directors of each Holder, any underwriter (as defined in the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(aSecurities Act)) and each director or officer of an Agent, and each person, if any, who controls such Holder or any Agent underwriter within the meaning of Section 15 of the Securities Act from or the Exchange Act (each, a “Company Indemnified Party” and collectively the “Company Indemnified Parties”), against any losses, claims, damages or liabilitiesliabilities (collectively, “Losses”) (joint or several, ) to which they or any of them may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionslaws, insofar as such losses, claims, damages, liabilities Losses (or actions in respect of such Losses) arise out of, of or are based uponupon any of the following statements, omissions or violations (any of the following, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement or in incorporated by reference therein, including any amendment thereof preliminary prospectus or supplement final prospectus, contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, or (iiiii) any untrue statement violation or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if violation by the Company shall have filed of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the Commission offering covered by such registration statement; and the Company will reimburse each such Company Indemnified Party for any amendment thereof legal or supplement thereto), the Statutory Prospectus, the Disclosure Package other expenses reasonably incurred by them (including reasonable attorneys’ fees) in connection with investigating or defending any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as such Loss; provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a2.8(a) shall not apply to amounts paid in settlement of any such lossesLoss if such settlement is effected without the consent of the Company, claimswhich consent shall not be unreasonably withheld, damages, liabilities or actions arising out of, or based upon, nor shall the Company be liable in any such untrue statement or alleged untrue statement, or case for any such omission Loss to the extent (and only to the extent) that it arises out of or alleged omission, if such statement or omission was made is based upon a Violation which occurs in reliance upon and in conformity with written information furnished as herein stated for use in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the connection with such registration by such Company may otherwise haveIndemnified Party.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses, collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus or prospectus supplement, in light of the circumstances under which such statement is made) contained in the Registration Statement Statement, any preliminary prospectus or in prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended prospectus or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus supplement, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement 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, preliminary prospectus or prospectus supplement, free writing prospectus, final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omission, if Selling Holder Indemnified Person and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, partners, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a material fact contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or in other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based 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 the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, you and each person, if any, who controls any Agent you within the meaning of Section 15 of the Securities Act from and Act, against any losses, claims, damages or liabilities, joint or several, to which they you or any of them such controlling person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, damages or liabilities (or actions in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement Memorandum, or in any amendment related sales material (whether designated solely for broker-dealer use or otherwise) which the Company or any respective officer thereof authorizes in writing for use by you or supplement theretoany Placement Agent, or arise out of or are based upon the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that none of such persons will be liable to indemnify you or (ii) such a controlling person thereof pursuant to this Section 7.1 to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any of them by you specifically for use in the Memorandum or sales material; and will reimburse you and each such controlling person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability which or action. Notwithstanding the foregoing provisions of this Section 7.1, the Company shall not indemnify you or any person, if any, who controls you within the meaning of the Securities Act, for losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations by the particular indemnitee not caused by materials supplied by the Company or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee or (iii) a court of competent jurisdiction approves the settlement of the claims against the particular indemnitee. In any claim against a Company for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the SEC and states that may otherwise haverequire it with respect to the issue of indemnification for securities law violations.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus or prospectus supplement, in the light of the circumstances under which such statement is made) contained in the Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended prospectus or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus supplement, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement 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 such other registration statement contemplated by this Agreement, preliminary prospectus, preliminary prospectus supplement, free writing prospectus, or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Shares under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents their respective directors, officers, employees, agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentmanagers, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and their respective directors, officers, employees, agents and managers, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder or any of them controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) (i) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in the light of the circumstances under which such statement is made) contained in the a Mandatory Registration Statement or in any amendment thereof other registration statement contemplated by this Agreement, any preliminary prospectus or supplement final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, (iii) arise out of or are based upon any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder in connection with its performance under this Agreement, or (iv) in the case of each Selling Holder, arise out of or are based upon or asserted by any person, including stockholders of the Company, in connection with or as a result of any act taken or failure to take any action by such Selling Holder pursuant to this Agreement, including the entry into this Agreement (provided that the Company shall not be liable under this clause (iv) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted from the gross negligence or willful misconduct of the Selling Holder), and will reimburse the such Selling Holder, their respective directors, officers, employees, agents and managers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made solely in conformity with information regarding such Selling Holder furnished by such Selling Holder, such underwriter or such controlling Person in writing specifically for use in the Mandatory Registration Statement or such other registration statement, free writing prospectus or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission director, officer, employee, agent, manager or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, partners, members, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, partners, members, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the a Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, or any violation by the Company of the Securities Act, the Exchange Act 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, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement, statement or any such omission or alleged omission, if such statement or omission was so made in reliance upon and in conformity with written information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as herein stated applicable. Such indemnity shall remain in Section 7(e) hereof. The foregoing indemnity agreement full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall be in addition to any liability which survive the Company may otherwise havetransfer of such securities by such Selling Holder.

By the Company. The To the fullest extent permitted by law, the Company shall indemnify will, and hereby does, indemnify, hold harmless the Agents (for purposes of this Section 7and defend each Investor, the “Agents” shall be deemed to include the Agents their respective directors, officers, members, managers and all subsidiaries employees and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentAffiliates, and each personunderwriter, broker or any other Person acting on behalf of such holder of Registrable Securities, as applicable, and each Person, if any, who controls any Agent of the foregoing Persons within the meaning of Section 15 of the Securities Act from and or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages or damages, liabilities, judgments, fines, penalties, charges, costs, reasonable and documented attorneys’ fees, amounts paid in settlement, joint or several, and any reasonable and documented expenses (collectively, “Indemnified Damages”), incurred in investigating, preparing or defending any action, claim, suit, proceeding, investigation or appeal taken from the foregoing by or before any court or Governmental Authority or other administrative or regulatory agency or body (including the SEC and any state commission or authority or self-regulatory organization or securities exchange in the United States or elsewhere), whether pending or threatened (each, a “Claim” and collectively, “Claims”), to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, subject insofar as such losses, claims, damages, liabilities Claim (or actions or proceedings, whether commenced or threatened, in respect thereof) or Indemnified Damages arise out of, of or are based upon, : (i) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement or in any post-effective amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the any Prospectus, including any preliminary Prospectus, free writing Prospectus or final Prospectus (as amended or supplemented, if the Company shall have filed with the Commission files any amendment thereof or supplement thereto, and including all information incorporated by reference therein), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; providedmisleading or (iii) any violation or alleged violation by the Company of the Securities Act, howeverthe Exchange Act, that any other law, including any state securities law, or any rule or regulation thereunder relating to the indemnity offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6(d), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable and documented expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a6(a): (x) shall not apply to any such losses, claims, damages, liabilities a Claim or actions Indemnified Damages sought by an Indemnified Person to the extent arising out of, of or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made upon a Violation which occurs in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition writing to any liability which the Company may otherwise haveby such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any Prospectus or any such amendment thereof or supplement thereto; and (y) shall not apply to amounts paid in settlement of any Claim or Indemnified Damages if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive any transfer of Registrable Securities by any Investor pursuant to Section 9.

By the Company. The In the event of an offering of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentagents, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Selling Holder or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees and agents, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder, director, officer, employee, agent, underwriter or any of them controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors, officers, employees and agents, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in strict conformity with information furnished by such Selling Holder, its directors, officers, employees or agents or any underwriter or controlling Person in writing specifically for use in the Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission Selling Holder, its directors, officers, employees or alleged omissionagents or any underwriter or controlling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The To the extent permitted by law, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Holder, the “Agents” shall be deemed to include partners, management company, members, managers, officers and directors of each Holder, any underwriter (as defined in the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(aSecurities Act)) and each director or officer of an Agent, and each person, if any, who controls any Agent such Holder or underwriter within the meaning of Section 15 of the Securities Act from or the Exchange Act (each, a “Company Indemnified Party” and collectively the “Company Indemnified Parties”), against any losses, claims, damages or liabilitiesliabilities (collectively, “Losses”) (joint or several, ) to which they or any of them may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionslaws, insofar as such losses, claims, damages, liabilities Losses (or actions in respect of such Losses) arise out of, of or are based uponupon any of the following statements, omissions or violations (any of the following, a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement or in incorporated by reference therein, including any amendment thereof preliminary prospectus or supplement final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if ; and the Company shall have filed will reimburse each such Company Indemnified Party for any legal or other expenses reasonably incurred by them (including reasonable attorneys’ fees) in connection with the Commission investigating or defending any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingsuch Loss; provided, however, that the indemnity agreement contained in this Section 7(a2.8(a) shall not apply to amounts paid in settlement of any such lossesLoss if such settlement is effected without the consent of the Company, claimswhich consent shall not be unreasonably withheld, damages, liabilities or actions arising out of, or based upon, nor shall the Company be liable in any such untrue statement or alleged untrue statement, or case for any such omission Loss to the extent (and only to the extent) that it arises out of or alleged omission, if such statement or omission was made is based upon a Violation which occurs in reliance upon and in conformity with written information furnished as herein stated for use in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the connection with such registration by such Company may otherwise haveIndemnified Party.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentofficers, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Selling Holder or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder or any of them underwriter or controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, such underwriter or such controlling Person in writing specifically for use in the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission director, officer or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder and its directors and officers, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Selling Holder or underwriter within the meaning of Section 15 of the Securities Act from and Act, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder or any of them such director, officer, underwriter or controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement or in any amendment thereof other registration statement contemplated by this Agreement, any preliminary prospectus or supplement final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained in this Section 7(a) foregoing shall not apply to apply, and the Company will not be liable, in any such losses, claims, damages, liabilities or actions arising out of, or based upon, case (i) if and to the extent that any such Loss (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from such Shelf Registration Statement or other registration statement, preliminary prospectus or final prospectus contained therein, or any such omission free writing prospectus related thereto, or alleged omission, if such statement amendment or omission was made supplement thereof in reliance upon and made in conformity with written information furnished by or on behalf of such Selling Holder, such underwriter or such controlling Person in writing specifically for use or inclusion in the Shelf Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, as herein stated applicable, or (ii) if and to the extent that such Loss results from any of the Selling Holders failing to comply with the terms of the plan of distribution mechanics described in Section 7(e) hereofthe applicable prospectus. The foregoing Such indemnity agreement shall be remain in addition to full force and effect regardless of any liability which investigation made by or on behalf of such Selling Holder or any such director, officer, underwriter or controlling Person, and shall survive the Company may otherwise havetransfer of such securities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Registration Statement, Automatic Shelf Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based 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 the Registration Statement, Automatic Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentagents, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder, director, officer, employee, agent or any of them underwriter or controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement Statement, any preliminary prospectus, free writing prospectus or in final prospectus contained therein, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or any underwriter or such controlling Person in writing specifically for use in the Shelf Registration Statement contemplated by this Agreement, or any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission Selling Holder or alleged omissionany such directors, if officers, employees agents or any underwriter or controlling Person, and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its Affiliates and all subsidiaries their respective directors, officers, managers, employees and affiliates of the Agents agents and each underwriter pursuant to the extent applicable underwriting agreement with such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) underwriter and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Selling Holder or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act and its directors, officers, employees and agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’, accountants’ and experts’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, upon (i) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement any registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus (or in roadshow or other similar marketing material) or final prospectus, or any amendment or supplement thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement, statement or any such omission or alleged omission, if omission so made in strict conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a registration statement or omission was any prospectus contained therein or any amendment or supplement thereof. Such indemnity shall remain in full force and effect regardless of any investigation made in reliance upon by or on behalf of such Selling Holder Indemnified Person and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which survive the Company may otherwise havetransfer of such securities by such Selling Holder.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentagents, and each personunderwriter, if any, pursuant to the applicable underwriting agreement with the underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Holder or any of them underwriter or controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary Prospectus, free writing Prospectus or final Prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Holder, its directors, officers, employee and agents, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder, its directors, officers, employees and agents or any underwriter or such controlling Person in writing specifically for use in the Registration Statement or such other registration statement, or Prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any such omission directors, officers, employees agents or alleged omissionany underwriter or controlling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Holder.

By the Company. The In the case of each registration effected by the Company shall pursuant to Sections 14, 15 or 16, the Company agrees to indemnify and hold harmless the Agents Holders, their respective officers, directors, shareholders and partners (for purposes of this Section 7if any), the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates Holders' underwriter of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personRegistrable Securities so registered, if any, and each person who controls the Holders or any Agent such underwriter, if any, within the meaning of Section 15 of the Securities Act from and Act, against any and all losses, claims, damages or liabilitiesdamages, joint or several, liabilities and expenses to which they or any of them may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation statute or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as any such losses, claims, damages, liabilities or actions arise out of, of or are based upon, upon (iA) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement relating to the sale of such shares, or in any post- effective amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or ; (iiB) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (if suit is brought prior to the Prospectus effective date of such Registration Statement) or contained in the final prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, ) if used within the period during which the Agent claiming indemnification Company is authorized required to use keep the Prospectus, as provided hereunderRegistration Statement to which such prospectus relates current pursuant to the terms of Section 17(b), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedPROVIDED, however, that the indemnity indemnification agreement contained in this Section 7(a18(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, the failure of any Holder or any of the Holders' underwriters to comply with the prospectus delivery requirements of the Securities Act applicable to Holders or Holders' underwriters, or with respect to any such untrue statement or alleged untrue statement, statement or any such omission or alleged omission, if such statement or omission that was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition directly to any liability which the Company may otherwise haveby the Holders or any such underwriter.

By the Company. The Company shall indemnify and hold harmless the Agents (for purposes of this Section 7agrees to indemnify, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the fullest extent such subsidiaries and affiliates are agents permitted by law, each Holder of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentRegistrable Securities being sold, its directors, officers, employees, members, managers, partners, agents, and each personother Person, if any, who controls any Agent (within the meaning of Section 15 of the Securities Act from and the rules and regulations thereunder) such Holder (each, an "Indemnified Person") against any all losses, claims, damages or damages, liabilities, joint and expenses (including legal fees and expenses and all costs incident to investigation or several, preparation with respect to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out ofliabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, the "Losses") caused by, resulting from, or are based upon, (i) relating to any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement Statement, prospectus, or in preliminary prospectus or any amendment thereof or supplement thereto, thereto or the any omission or alleged omission of a material fact required to state be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished to the Company by or on behalf of such Holder in writing expressly for use therein or by such Holder's failure to deliver a copy of the Shelf Registration Statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any of the Company's other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors, employees, and agents and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities being sold. By the Investor. In connection with any registration statement in which a Holder of Registrable Securities is participating pursuant to this Agreement, each such Holder will, if requested, furnish to the Company in writing information regarding such Holder's ownership of Registrable Securities and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, and each Person who controls (within the meaning of the Securities Act and the rules and regulations thereunder) the Company against all Losses caused by, resulting from, or relating to any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in but only to the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, extent that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have.is caused by and

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, to the fullest extent permitted by applicable Law, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Participating Shareholder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Participating Shareholder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Participating Shareholder Indemnified Persons”), against any losses, claims, damages or liabilitiesLosses, joint or several, to which they or any of them such Participating Shareholder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based uponupon any of the following (each, a “Violation”): (i) any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereto or any other document incorporated by reference therein or prepared by the Company incident to such registration, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the 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, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and will reimburse each such Participating Shareholder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Participating Shareholder Indemnified Person in writing specifically for use in the Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission Participating Shareholder Indemnified Person, and shall survive the transfer of such securities by such Participating Shareholder or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havetermination of this Agreement.

By the Company. The In the event of a registration of any Registrable Shares under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents their respective directors, officers, employees, agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentmanagers, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and their respective directors, officers, employees, agents and managers, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, joint or several, “Losses”) to which they such Selling Holder or any of them controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) (i) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in the light of the circumstances under which such statement is made) contained in the a Registration Statement or in any amendment thereof other registration statement contemplated by this Agreement, any preliminary prospectus or supplement final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, their respective directors, officers, employees, agents and managers, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and their respective directors, officers, employees, agents and managers, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement, statement or any such omission or alleged omission, if such statement or omission was so made in reliance upon and in conformity with written information furnished by such Selling Holder, their respective directors, officers, employees, agents and managers, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and their respective directors, officers, employees, agents and managers, in writing specifically for use in the Registration Statement or such other registration statement, free writing prospectus or prospectus supplement, as herein stated applicable. Such indemnity shall remain in Section 7(e) hereof. The foregoing indemnity agreement full force and effect regardless of any investigation made by or on behalf of such Selling Holder, their respective directors, officers, employees, agents and managers, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and their respective directors, officers, employees, agents and managers, and shall be in addition to any liability which survive the Company may otherwise havetransfer of such securities by such Selling Holder.

By the Company. The Company shall agrees to indemnify and hold harmless the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) each Underwriter and each director or officer of an Agent, and each person, if any, person who controls any Agent Underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation statute or common law, and to reimburse the Agents Underwriters and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of, of or are based upon, upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any post-effective amendment thereof or supplement theretothereof, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Underwriting Agreement Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is Underwriters are authorized to use the Prospectus, Prospectus as provided hereunderin Section 4 hereof, or the omission or alleged omission to state therein (if so used) a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a12(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e15 or otherwise furnished in writing to the Company by or on behalf of any Underwriter through you for use in connection with the preparation of the Registration Statement or the Prospectus or any such amendment thereof or supplement thereto, or was contained in that part of the Registration Statement constituting the Statement of Eligibility and Qualification (Form T-1) hereof. The foregoing under the Trust Indenture Act of the Trustee; provided, further, that, with respect to any untrue statement or alleged untrue statement made in, or omission or alleged omission from, the Prospectus, the indemnity agreement contained in this Section 12(a) with respect to the Prospectus shall be in addition not inure to the benefit of any liability Underwriter (or the benefit of any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased the Bonds which are the subject thereof, if such person did not receive a copy of the Prospectus (or the Prospectus as amended or supplemented if the Company may otherwise haveshall have made any amendments thereof or supplements thereto which shall have been furnished to you, as Representatives of the Underwriters, or to such Underwriter prior to the time of the below-written confirmation), excluding the documents incorporated therein by reference, at or prior to the written confirmation of the sale of such Bonds to such person in any case where delivery of the Prospectus is required under the Securities Act and the rules and regulations of the Commission thereunder and any untrue statement or alleged untrue statement or omission or alleged omission was corrected in the Prospectus (or the Prospectus as amended or supplemented).

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder participating therein, the “Agents” shall be deemed to include the Agents its directors, officers, employees and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentagents, and each personPerson, if any, who controls any Agent such Selling Holder within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees or agents, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys' fees and expenses) (collectively, "Losses"), joint or several, to which they such Selling Holder, director, officer, employee, agent or any of them controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Registration Statement Statement, any preliminary prospectus, prospectus supplement, free writing prospectus or in final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statementstatement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in the Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission directors, officers, employees agents or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The To the extent permitted by law, the Company shall indemnify and will -------------- indemnify, hold harmless and defend each Investor, each director and officer of and person, if any, who controls such Investor within the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates meaning of the Agents to 1933 Act or the extent such subsidiaries 1934 Act, and affiliates are agents of each underwriter (as defined in the Company in accordance with 0000 Xxx) for the provisions of Section 2(a)) Investors, and each director or and officer of an Agentof, and each person, if any, who controls any Agent controls, such underwriter within the meaning of Section 15 of the Securities 1933 Act from and or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or expenses (joint or several) (collectively, "Claims") to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, on: (ia) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement or in any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iib) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the Prospectus effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company shall have filed with the Commission files any amendment thereof or supplement thereto), thereto with the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, SEC) or the omission or alleged omission to state therein a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they the statements therein were made, not misleading; provided, howeveror (c) any violation or alleged violation caused by the Company of the 1933 Act, that the indemnity 1934 Act, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the preceding clauses (a), (b) and (c) being, collectively, "Violations"). Subject to the restrictions in Section 6.4 with respect to the number of legal counsel, the Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by such Indemnified Person in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary herein, the indemnification agreement contained in this Section 7(a6.1: (1) shall not apply to any such losses, claims, damages, liabilities or actions a Claim arising out of, of or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made on a Violation that occurs in reliance upon on and in conformity with written information furnished as herein stated in writing to the Company by, or caused by, any Indemnified Person or underwriter for such Indemnified Person in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 7(e3.3; (2) hereof. The foregoing indemnity agreement shall be in addition with respect to any liability which preliminary prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company may otherwise havepursuant to Section 3.3; (3) shall not be available to the extent that such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company; and (4) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.

By the Company. The To the extent permitted by law, the Company shall will indemnify and hold harmless the Agents Investor, any underwriter (as defined in the Securities Act) for purposes of this Section 7the Investor, the “Agents” shall be deemed to include directors, if any, of such underwriter and the Agents and all subsidiaries and affiliates officers, if any, of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentunderwriter, and each person, if any, who controls any Agent such underwriter within the meaning of Section 15 of the Securities Act from and or the Exchange Act (each, an "Indemnified Person"), against any losses, claims, damages damages, expenses or liabilities, liabilities (joint or several, ) (collectively "Claims") to which they or any of them may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based uponupon any of the following statements, omissions or violations in the Registration Statement, or any post-effective amendment thereof, or any prospectus included therein: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any post-effective amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the Prospectus effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company shall have filed with the Commission files any amendment thereof or supplement thereto), thereto with the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, SEC) or the omission or alleged omission to state therein a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they the statements therein were made, not misleading; providedmisleading or (iii) any violation or alleged violation by the Company of the Securities Act, howeverthe Exchange Act or any state securities law or any rule or regulation under the Securities Act, that the indemnity Exchange Act or any state securities law (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6.(d) with respect to the number of legal counsel, the Company shall reimburse the Investor and each such underwriters or controlling person, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a6.(a) (i) shall not apply to any such losses, claims, damages, liabilities or actions a Claim arising out of, of or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made upon a Violation which occurs in reliance upon and in conformity with written information furnished as herein stated in Section 7(ewriting to the Company by any Indemnified Person or underwriter for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) hereof. The foregoing indemnity agreement shall be in addition with respect to any liability which preliminary prospectus shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Common Stock that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, and the Company may otherwise haveprovided the amended or supplemented prospectus to such Indemnified Person in accordance with the terms of this Agreement; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or cause to be delivered the prospectus made available by the Company and the Company provided the prospectus to such Indemnified Person in accordance with the terms of this Agreement; and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld.

By the Company. The Company Company, shall indemnify and hold harmless the Agents (for purposes of this Section 7each Holder, the “Agents” shall be deemed to include the Agents its directors, officers, managers, employees, investment managers, agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) Affiliates and each director or officer of an Agent, and each personPerson, if any, who controls any Agent such Holder or its Affiliates within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees, investment managers or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they or any of them such Selling Holder Indemnified Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, upon (i) any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) such Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or any free writing prospectus relating thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulations promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and shall reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained in this Section 7(a) Company shall not apply to be liable in any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based 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 prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such omission or alleged omissionSelling Holder Indemnified Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Selling Holder.

By the Company. The To the extent permitted by law, the Company shall indemnify and -------------- will indemnify, hold harmless and defend each Investor, each director and officer of and person, if any, who controls such Investor within the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates meaning of the Agents to 1933 Act or the extent such subsidiaries 1934 Act, and affiliates are agents of each underwriter (as defined in the Company in accordance with 0000 Xxx) for the provisions of Section 2(a)) Investors, and each director or and officer of an Agentof, and each person, if any, who controls any Agent controls, such underwriter within the meaning of Section 15 of the Securities 1933 Act from and or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or expenses (joint or several) (collectively, "Claims") to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, on: (ia) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement or in any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iib) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the Prospectus effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company shall have filed with the Commission files any amendment thereof or supplement thereto), thereto with the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, SEC) or the omission or alleged omission to state therein a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they the statements therein were made, not misleading; provided, howeveror (c) any violation or alleged violation caused by the Company of the 1933 Act, that the indemnity 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the preceding clauses (a), (b) and (c) being, collectively, "Violations"). Subject to the restrictions in section 6.4 with respect to the number of legal counsel, the Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by such Indemnified Person in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary herein, the indemnification agreement contained in this Section 7(asection 6.1: (1) shall not apply to any such losses, claims, damages, liabilities or actions a Claim arising out of, of or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made on a Violation that occurs in reliance upon on and in conformity with written information furnished as herein stated in Section 7(ewriting to the Company by, or caused by, any Indemnified Person or underwriter for such Indemnified Person in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to section 3.3; (2) hereof. The foregoing indemnity agreement shall be in addition with respect to any liability which preliminary prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company may otherwise havepursuant to section 3.3; (3) shall not be available to the extent that such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company; and (4) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to section 9.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Existing Investor thereunder, the “Agents” shall be deemed to include the Agents its directors and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentofficers, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Existing Investor or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act, against any losses, claims, damages damages, expenses or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Existing Investor or any of them underwriter or controlling Person may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact contained in the Shelf Registration Statement or in any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Existing Investor, its directors and officers, each such underwriter and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Existing Investor, such underwriter or such controlling Person in writing specifically for use in the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Existing Investor or any such omission director, officer or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise havesecurities by such Existing Investor.

By the Company. The In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall will indemnify and hold harmless the Agents (for purposes of this Section 7each Selling Holder thereunder, the “Agents” shall be deemed to include the Agents its directors, officers, employees, agents, and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentmanagers, and each personunderwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, if any, who controls any Agent such Selling Holder or underwriter within the meaning of Section 15 of the Securities Act from and the Exchange Act, and its directors, officers, employees, agents, and managers, against any losses, claims, damages damages, expenses, or liabilitiesliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which they such Selling Holder or any of them underwriter or controlling Person or directors, officers, employees, agents, or managers may become subject, subject under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actionsotherwise, insofar as such losses, claims, damages, liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, of or are based upon, (i) upon any untrue statement or alleged untrue statement of a any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Shelf Registration Statement or in any amendment thereof other registration statement contemplated by this Agreement, any preliminary prospectus or supplement final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement in the case of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinprospectus, in the light of the circumstances under which they were made, ) not misleading, and will reimburse each such Selling Holder, its directors and officers, each such underwriter and each such controlling Person and each such director, officer, employees, agent, or manager for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, such underwriter, or such controlling Person in writing specifically for use in the Shelf Registration Statement or such other registration statement, or prospectus supplement, as applicable, or information relating to such Selling Holder that was reviewed and expressly approved in writing by such Selling Holder expressly for use in a registration statement, such prospectus supplement or in any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such omission director, officer, employee, agent, manager, or alleged omissioncontrolling Person, if and shall survive the transfer of such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereofsecurities by such Selling Holder. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have.(b)

By the Company. The Company shall indemnify and hold harmless To the Agents (for purposes of this Section 7extent permitted by law, the “Agents” shall be deemed to include the Agents Company will -------------- indemnify each holder of Registrable Securities, each of its officers and all subsidiaries directors and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agentpartners, and each person, if any, who controls any Agent person controlling such holder within the meaning of Section 15 of the Securities Act from and against any lossesAct, claims, damages or liabilities, joint or several, with respect to which they registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of them may become subject, under Section 15 of the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such lossesagainst all expenses, claims, damageslosses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to the extent such expenses, claims, losses, damages or liabilities arise out of, of or are based upon, (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any registration statement, prospectus, offering circular or in other similar document, or any amendment thereof or supplement thereto, incident to any such registration, qualification or the compliance, or based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each holder of Registrable Securities, each of its officers and directors and partners, and each person controlling each holder of Registrable Securities, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 7(a) herein shall not apply to amounts paid in settlement of any claim, loss, damage, liability or expense if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld) and the Company has exercised reasonable diligence in defending the claim in such situation; provided, further, that the Company will not be liable in any such losses, claims, damages, liabilities or actions arising out of, or based upon, case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or alleged untrue statement, or any such omission or alleged untrue statement or omission, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by a holder of Registrable Securities, such controlling person or such underwriter specifically for use therein. Notwithstanding the foregoing, insofar as herein stated in Section 7(e) hereof. The the foregoing indemnity agreement shall be in addition relates to any liability which such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the Company may otherwise havepreliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the final prospectus filed with the Commission pursuant to the applicable rules of the Commission or in any supplement or addendum thereto, the indemnity agreement herein shall not inure to the benefit of any underwriter if a copy of the final prospectus filed pursuant to such rules, together with all supplements and addenda thereto, was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.

By the Company. The Company shall indemnify and hold harmless the Agents (for purposes of this Section 7agrees to indemnify, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the fullest extent such subsidiaries and affiliates are agents permitted by law, each Holder of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentRegistrable Securities being sold, its directors, officers, employees, members, managers, partners, agents, and each personother Person, if any, who controls any Agent (within the meaning of Section 15 of the Securities Act from and the rules and regulations thereunder) such Holder (each, an “Indemnified Person”) against any all losses, claims, damages or damages, liabilities, joint and expenses (including legal fees and expenses and all costs incident to investigation or several, preparation with respect to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out ofliabilities, and expenses and to reimburse such Indemnified Person for such costs as incurred) (collectively, the “Losses”) caused by, resulting from, or are based upon, (i) relating to any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement Statement, Prospectus, or in preliminary prospectus or any amendment thereof or supplement thereto, thereto or the any omission or alleged omission to state therein of a material fact required to be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are caused by or (ii) any untrue statement or alleged untrue statement of a material fact contained in any information furnished to the Company by or on behalf of such Holder in writing expressly for use therein or by such Hxxxxx’s failure to deliver a copy of the Shelf Registration Statement or Prospectus (as amended or supplementedany amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same and notified such Holder of such obligation. In connection with an underwritten offering and without limiting any of the Company’s other obligations under this Agreement, if the Company shall have filed with the Commission any amendment thereof or supplement thereto)indemnify such underwriters, the Statutory Prospectustheir officers, the Disclosure Package or any Issuer Free Writing Prospectusdirectors, if used employees, and agents and each Person who controls (within the period during which meaning of the Agent claiming indemnification is authorized Securities Act and the rules and regulations thereunder) such underwriters or such other Indemnified Person to use the Prospectus, same extent as provided hereunder, or above with respect to the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light indemnification of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveHolders of Registrable Securities being sold.

By the Company. The Company shall agrees to indemnify and hold harmless harmless, to the Agents fullest extent permitted by law, (for purposes of this Section 7i) each Holder and, as applicable, its affiliates, officers, directors, employees, representatives and agents (collectively, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)Holder Indemnified Persons”) and (ii) each director or officer of an Agent, and each person, if any, person who controls any Agent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Holder Indemnified Person, in each case, from and against any all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claimsjudgments, damages, liabilities or actions arise liabilities, costs and expenses, including reasonable expenses of investigation and reasonable attorneys’ fees and expenses (collectively, “Losses”) caused by, arising out of, resulting from, based on or are based upon, relating to (iA) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, Prospectus or in preliminary Prospectus or any amendment thereof or supplement thereto, or the any documents incorporated therein by reference, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or in each case, except insofar as the same are caused by any information furnished in writing to the Company by any Holder Indemnified Persons expressly for inclusion therein. In connection with an Underwritten Offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall also provide customary indemnities to (i) such underwriters and their affiliates, officers, directors, employees, representatives and agents (collectively, the “Underwriter Indemnified Persons”) and (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus each person who controls (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Holder Indemnified Person and the person controlling such Holder Indemnified Persons. Reimbursements payable pursuant to the indemnification contemplated by this Section 5.06(a) will be made by periodic payments during which the Agent claiming indemnification is authorized to use the Prospectuscourse of any investigation or defense, as provided hereunder, and when bills are received or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveexpenses incurred.

By the Company. The Company shall indemnify indemnify, defend and hold harmless the Agents any Person (for purposes an "Indemnified Party") who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates any act or omission or alleged act or omission arising out of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each person, if any, who controls any Agent within the meaning of Section 15 of the Securities Act from and against any losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, Indemnified Party's activities as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of, or are based upon, (i) any untrue statement a Member or alleged untrue statement an officer, director, employee or agent of a material fact contained in the Registration Statement or in any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, Member or (ii) any untrue statement the Manager or alleged untrue statement the Asset Manager or an officer, director, employee or agent of a material fact contained in the Prospectus (as amended Manager or supplemented, if the Asset Manager on behalf of the Company shall have filed or in furtherance of the interest of the Company, against personal liability, claims, losses, damages and expenses for which such Indemnified Party has not been reimbursed by insurance proceeds or otherwise (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such Indemnified Party in connection with the Commission such action, suit or proceeding and any amendment thereof or supplement thereto)appeal therefrom, the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinunless such Indemnified Party (A) acted fraudulently, in the light of the circumstances under which they were madebad faith or with gross negligence or willful misconduct or (B) by such act or failure to act breached any representation, not misleading; provided, however, that the indemnity agreement warranty or covenant contained in this Agreement, which breach had or has a material adverse effect on the Company or either Member and, if capable of cure, is not cured within fifteen (15) days after notice thereof from the other Member. Any indemnity by the Company under this Agreement shall be provided out of, and to the extent of, Company revenues and assets only, and no Member shall have any personal liability on account thereof. The indemnification provided under this Section 7(a3.13 shall (x) be in addition to, and shall not limit or diminish, the coverage of the Members or any Affiliates under any insurance maintained by the Company and (y) apply to any such losseslegal action, claims, damages, liabilities suit or actions arising out of, proceeding commenced by a Member or based upon, in the right of a Member or the Company. The indemnification provided under this Section 3.13 shall be a contract right and shall include the right to be reimbursed for reasonable expenses incurred by any such untrue statement or alleged untrue statement, or any Indemnified Party within thirty (30) days after such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveexpenses are incurred.

By the Company. The Company shall agrees to indemnify Stockholder, its officers, directors, employees and hold harmless the Agents (for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, and each person, if any, Person who controls any Agent (within the meaning of Section 15 of the Securities Act from and against any losses, claims, damages or liabilities, joint or several, to which they or any Section 20 of them may become subject, under the Securities Act, the Exchange Act Act) Stockholder or any such other federal or state statutory law or regulation or common lawindemnified Person and the officers, and to reimburse the Agents and such directors, officers employees and controlling persons, as incurred, for any legal agents of such control Persons or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such indemnified Persons against all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable attorneys' fees and expenses, (collectively, the "Losses"), as incurred, caused by, resulting from or actions arise out of, or are based upon, relating to (i) any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement Statement, the Prospectus or in any amendment thereof or supplement thereto, thereto or the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or (ii) contained in, or alleged to be omitted from, any information furnished in writing to the Company by Stockholder or its underwriter expressly for use therein or are caused by Stockholder's failure to deliver, or its underwriter's failure to deliver, a copy of the Prospectus or any supplements thereto after the Company has furnished Stockholder with the requested number of copies of the same and the Prospectus or such supplement would have corrected such untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectus, as provided hereunder, or the such omission or alleged omission or (ii) any violation by the Company of any federal or state law, rule or regulation applicable to state therein a material fact the Company and relating to action required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based uponinaction required by, any such untrue statement or alleged untrue statementthe Company with respect to the Shelf Registration Statement, the Prospectus or any such omission amendment thereto or alleged omissionsupplement thereof. In connection with an underwritten offering and without limiting any of the Company's other obligations under this Agreement, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveshall indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriters or such other indemnified Person and the officers, directors, employees and agents of such control Persons or other indemnified Persons to the same extent as provided above with respect to the indemnification of Stockholder.

By the Company. The To the extent permitted by law, the Company shall will indemnify and hold harmless CBS, its officers and directors, any underwriter (as deemed in the Agents (Securities Act) for purposes of this Section 7, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates of the Agents to the extent such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an Agent, CBS and each person, if any, who controls CBS or any Agent such underwriter within the meaning of Section 15 of the Securities Act from and or the Securities Exchange Act of 1934, as amended (the "1934 ACT"), against any losses, claims, damages damages, or liabilities, liabilities (joint or several, ) to which they or any of them may become subject, subject under the Securities Act, the Exchange 1934 Act or any other federal or state statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of, of or are based uponupon any of the following statements, omissions or violations (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement, including any preliminary prospectus or in final prospectus contained therein or any amendment thereof amendments or supplement supplements thereto, or ; (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, or (iiiii) any untrue statement violation or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented, if violation by the Company shall have filed of the Securities Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any federal or state securities law in connection with the Commission offering covered by such registration statement; and the Company will reimburse CBS and each such officer or director, underwriter or controlling person for any amendment thereof legal or supplement thereto), the Statutory Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus, if used within the period during which the Agent claiming indemnification is authorized to use the Prospectusother expenses reasonably incurred by them, as provided hereunder, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements thereinincurred, in the light of the circumstances under which they were madeconnection with investigating or defending any such loss, not misleadingclaim, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity agreement contained in this Section 7(asubsection 3.9(a) shall not apply to amounts paid in settlement of any such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arising out ofaction if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), or based upon, nor shall the Company be liable in any such untrue statement or alleged untrue statement, case to CBS or any such omission officer or alleged omissiondirector, if underwriter or controlling person for any such statement loss, claim, damage, liability or omission was made action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished as herein stated expressly for use in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise haveconnection with such registration by CBS or such officer, director or controlling person.