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 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 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 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, 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 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 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 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 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 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 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 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 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 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 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 the Agents officers and all subsidiaries and affiliates directors 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 AgentHolder, and each person, if any, who controls a Holder and any Agent within underwriter (as defined in the meaning Act) acting on behalf of Section 15 of the Securities Act from a Holder (such persons and entities referred to as “Holder Indemnified Parties”), against any losses, claimsexpenses, damages or liabilities, joint or several, liabilities 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 actions(a “Loss”), insofar as such losses, claims, damages, liabilities Losses (or actions in respect thereof) arise out ofof any claim, action or are proceeding brought by a third party arising out of or 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 or in any amendment thereof or supplement thereto, a registration statement filed pursuant to this Section 8 or the omission or alleged omission to state therein in a registration statement filed pursuant to this Section 8 a material fact required to be stated therein therein, or necessary to make the statements therein not misleading, misleading or (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus or the Prospectus filed pursuant to this Section 8 (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 therefrom of 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; or (ii) any violation or alleged violation by the Company of the Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Act, the Exchange Act or any federal or state securities law, in each case in connection with the offering covered by such registration statement; and the Company will reimburse each Holder Indemnified Party for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this Section 7(a) subsection shall not apply to amounts paid in settlement of 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 omissionLoss, if such statement settlement is effected without the consent of the Company, nor shall the Company be liable in any such case for any such Loss 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 connection with such registration statement by the Holder Indemnified Party; and provided further, that the Company may otherwise havewill not be liable for the reasonable legal fees and expenses of more than one counsel to the Holder Indemnified Parties.

By the Company. The Company shall agrees to indemnify and hold harmless the Agents (for purposes of this Section 7each Underwriter, 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 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, 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 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(a9(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(e12 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 9(a) with respect to the Prospectus shall be in addition not inure to the benefit of any liability Underwriter (or the benefit of its directors or officers or any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities 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 Representative 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 Securities 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 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 indemnify and hold harmless each holder of Common Shares that are included in a registration statement pursuant to this Agreement and any underwriter (as defined in the Agents (0000 Xxx) 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, holder and each person, if any, who controls any Agent such holder or such underwriter within the meaning of Section 15 of the Securities Act 1933 Act, from and against any lossesand all loss, damage, liability or claims, damages or liabilities, joint or several, to which they such holder or any of them may become subject, such underwriter or controlling person becomes subject under the Securities Act, the Exchange 1933 Act or any other federal or state statutory law or regulation or common lawotherwise, and subject to the provisions of Section 9(c) hereof to reimburse the Agents and such directorsthem, officers and controlling persons, as incurredfrom time to time upon request, for any legal or other costs or expenses reasonably incurred by them in connection with investigating any claims and or defending any actionsactions (as provided in Section 9(c) hereof), insofar as such losses, damages, liabilities, claims, damages, liabilities costs or actions arise out of, or expenses are based upon, (i) caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement such registration statement, any prospectus contained therein or in 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 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; provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply to any such lossescase to the extent that any such loss, claimsdamage, damagesliability, liabilities claim, cost or actions arising expense arises out of, of or is based upon, any such (i) an untrue statement or alleged untrue statement, statement or any such omission or alleged omission, if such omission (other than a statement or omission was about the Company) made in reliance upon and in conformity with written information furnished by the Investor in writing specifically for use in the preparation of a registration statement or (ii) the holders' failure to deliver a copy of the registration statement, prospectus or any amendments or supplements thereto as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall be in addition required by law, unless such failure was the result of the Company's failure to any liability which the Company may otherwise haveprovide same to such holder.

By the Company. The Company shall indemnify and hold harmless each holder of Common Shares that are included in a registration statement pursuant to this Agreement and any underwriter (as defined in the Agents (0000 Xxx) for purposes of this Section 7such holder, the “Agents” shall be deemed to include the Agents partners, members, officers and all subsidiaries and affiliates directors 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 Agentholder, and each personPerson, if any, who controls any Agent such holder or such underwriter within the meaning of Section 15 of the Securities 1933 Act (collectively, the “Covered Persons”), from and against any lossesand all loss, damage, liability or claims, damages or liabilities, joint or several, to which they or any of them may such Covered Persons become subject, subject under the Securities Act, the Exchange 1933 Act or any other federal or state statutory law or regulation or common lawotherwise, and subject to the provisions of Section 9(c) hereof to reimburse the Agents and such directorsthem, officers and controlling persons, as incurredfrom time to time upon request, for any legal or other costs or expenses reasonably incurred by them in connection with investigating any claims and or defending any actionsactions (as provided in Section 9(c) hereof), insofar as such losses, damages, liabilities, claims, damages, liabilities costs or actions arise out of, or expenses are based upon, (i) caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement such registration statement, any prospectus contained therein or in any amendment thereof or supplement thereto, 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 therein, in the light of the circumstances under in which they were made, not misleading, or any violation of the 1933 Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any state securities laws or any rule or regulation promulgated thereunder; 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 to the extent that any such loss, damage, liability, claim, cost or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement, statement or any such omission or alleged omission, if such omission (other than a statement or omission was about the Company) made in reliance upon and in conformity with written information furnished as herein stated diminished by the Investors in Section 7(ewriting specifically for use in the preparation of such registration statement or (ii) hereof. The foregoing indemnity agreement shall be in addition the holders’ failure to deliver a copy of the registration statement, prospectus or any liability which the Company may otherwise haveamendments or supplements thereto.

By the Company. The Company shall agrees to indemnify and hold harmless the Agents (for purposes of this Section 7each Underwriter, 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 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 Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto), the Statutory Prospectusany preliminary prospectus, the Disclosure Package 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, any preliminary prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus, or was contained in that part of the Registration Statement constituting the Statement of Eligibility and Qualification (Form T-1) hereofunder the Trust Indenture Act of the Trustee. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have.

By the Company. The If the Buyer includes Registrable Securities in a registration statement pursuant to Section 4(b) or 4(c), 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 Agentthat Buyer, and each person, if any, who controls any Agent the Buyer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, pending or threatened claims, damages or damages, liabilities, joint or severalseveral (or actions in respect thereof), to which they including, as incurred and without limitation, reasonable legal, accounting, expert witnesses, or other costs of investigating, preparing or defending any of them may become subjectsuch claim or action ("expenses"), arising under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation or common lawotherwise, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, for any legal or other expenses incurred caused 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 any registration statement or prospectus relating to the Registration Statement Registrable Securities (as amended or in supplemented if the Company shall have furnished any amendment thereof amendments or supplement supplements thereto) or any preliminary prospectus, 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) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (except insofar 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, expenses are caused by any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such untrue statement or omission was made in reliance based upon and in conformity with information relating to the Buyer or its plan of distribution of the Registrable Securities furnished in writing to the Company by the Buyer or on the Buyer's behalf expressly for use therein; provided, however, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, damage, liability or expenses results from the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the person asserting any such loss, claim, damage, liability or expenses at or prior to the written information furnished confirmation of the sale of the Registrable Securities concerned to such person if it is determined that the Company has provided such prospectus and it was the responsibility of the Buyer to provide such person with a current copy of the prospectus (or such amended or supplemented prospectus, as herein stated in Section 7(ethe case may be) hereofand such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The foregoing indemnity agreement shall be Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Buyer provided in addition to any liability which the Company may otherwise havethis Section 4(e).

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 8 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 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(a9(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(e12 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 9(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 Debt Securities 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 have.shall 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 Debt Securities 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). 9 9

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 Company shall indemnify Except as set forth in the proviso below, for itself and hold harmless its shareholders, bondholders, creditors, heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, associates and affiliates (the Agents (for purposes of this Section 7“Releasors”), the Company hereby does remise, release and forever discharge, and covenant not to xxx or take any steps to pursue or further any lawsuit, claim or proceeding before any court (collectively, “Agents” shall be deemed Proceeding”) (or, except where required by Legal Process, to include assist any other person or entity in any Proceeding) against Xx. Xxxxxxxx or his xxxxxxxxxx, xxxxx, xxxxxxx, trustees, or predecessors (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“Voyticky Releasees”)) and each director or officer of an Agent, and each personof them, if any, who controls any Agent within the meaning of Section 15 of the Securities Act from and against in respect of any and all claims, demands, obligations, losses, claimscauses of action, damages damages, penalties, costs, expenses, liabilities or liabilitiesindemnities (“Claims”), joint whether based on any federal, state or severalforeign law or right of action, to direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, which they all or any of them the Releasors have, had or may become subjecthave against the Voyticky Releasees, under the Securities Act, the Exchange Act or any other federal of them, of any kind, nature or state statutory law or regulation or common law, and to reimburse type whatsoever on 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 date 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 misleadingthis Agreement; provided, however, that the indemnity agreement contained in this Section 7(a) foregoing release shall not apply to release (i) any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, rights and duties under this Agreement or any such omission claims or alleged omissioncauses of action the Releasors may have for the breach or enforcement of any provisions of this Agreement, if such statement or omission was made in reliance upon and in conformity with written information furnished as herein stated (ii) any claim of the Company for taxes referred to in Section 7(e) 5 hereof. The foregoing indemnity agreement shall be , For the avoidance of doubt, it is understood that the grants included in addition the Specified Grants and the New Grant will remain subject to any liability the terms of the Plans under which the Company may otherwise haveeach grant was made.

By the Company. The In the event of any registration of the Registrable Shares of the Company shall under the Securities Act, the Company will, and hereby does, 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 Holders with respect to the extent Registrable Shares included in such subsidiaries and affiliates are agents of the Company in accordance with the provisions of Section 2(a)) registration, its directors, officers, underwriters and each director or officer of an Agent, and each other person, if any, who controls any Agent Holder 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 the Company or such Holder or any of them such director or officer or 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, damages or liabilities (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 any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or in summary prospectus contained therein, or any amendment thereof or supplement thereto, 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 in light of the circumstances in which they were made not misleading, and the Company will reimburse such Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (iior action or proceeding in respect thereof) any or expense 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 uponRegistration Statement, any such untrue statement preliminary prospectus, final prospectus, summary prospectus, amendment or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such underwriter or such Holder, as herein stated the case may be, specifically for use in Section 7(e) hereof. The foregoing indemnity agreement the preparation thereof and; provided further that the Company shall not be in addition liable to any person in any such case to the extent that any such loss, claim, damage, liability which (or action or proceeding in respect thereof) or expense arises out of such person's failure to send or give a copy of the Company final prospectus, as the same may otherwise havebe then supplemented or amended, to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to written confirmation of the sale of the Registrable Shares to such person if such statement or omission was corrected in such final prospectus as amended or supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such underwriter or such Holder or any such director, official, underwriter or controlling person and shall survive the transfer of such securities by such Holder.

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 (a) Except for the Xxxxxxx'x obligations set forth herein and subject to the Xxxxxxx fulfilling his obligations as set forth herein, the Company, for and in consideration of the undertakings set forth herein, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE Xxxxxxx and his heirs, executors and administrators, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which the Company shall indemnify and hold harmless ever had, now has, or hereafter may have, or which its successors or assigns hereafter may have by reason of any matter, cause or thing whatsoever from the Agents (for purposes beginning of the world to the Date of this Section 7Agreement and, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates particularly, but without limitation of the Agents foregoing terms, any claims concerning or relating in any way to the extent such subsidiaries and affiliates are agents Xxxxxxx' status as an employee, officer or director of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentVDC Bermuda, 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 subjectits subsidiaries, or to Xxxxxxx' employment relationship and/or the termination of his employment relationship with the Company and/or its predecessors, component and/or affiliated corporate entities including, but not limited to, any claims which have been or could have been asserted, or could be asserted now or in the future against Xxxxxxx or his heirs, executors and administrators including any claims arising under the Securities Actany and all federal, the Exchange Act state or any other federal or state local statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, laws. (b) The Company also agrees that it will not file any claim for legal or equitable relief against Xxxxxxx for any legal matter related in any way whatsoever to Xxxxxxx' employment relationship with the Company or other expenses incurred by them involving any continuing effects of any acts or practices which may have arisen or occurred during Xxxxxxx' employment relationship or thereafter 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 the termination 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 his employment relationship with 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; providedVDC Bermuda. This provision, however, that is not intended to restrict the indemnity agreement contained Company's ability to cooperate in this Section 7(a) shall not apply any manner it deems appropriate with any enforcement agency with any analysis, investigation or prosecution related in any way 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 Xxxxxxx' employment 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 haveor VDC Bermuda.

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 Holder, its officers, directors, employees, managers, partners 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 and Section 20 of the Exchange Act) such Selling Holder 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, the "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 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, however, that except insofar as the indemnity agreement contained same are caused by any information furnished in this Section 7(a) shall writing to the Company by such Selling Holder expressly for use therein or by such Selling Holder's failure to deliver a copy of a current prospectus or any amendments or supplements thereto (which does not apply to contain any such losses, claims, damages, liabilities material misstatements 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(eomissions) hereof. The foregoing indemnity agreement shall be in addition to any liability which after the Company may otherwise havehas furnished such holder with a sufficient number of copies of the same. In connection with an Underwritten Offering and without limiting any of the Company's other obligations under this Agreement, the 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 the holders of Registrable Securities being sold.

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 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 Company shall agrees to indemnify and hold harmless the Agents (for purposes of this Section 7each Underwriter, 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 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, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus 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 or (iiiii) 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 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(a9(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(e12 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 9(a) with respect to the Prospectus shall be in addition not inure to the benefit of any liability Underwriter (or the benefit of its directors or officers or any person controlling such Underwriter) from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities 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 Representative 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 Securities 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 Company shall agrees to indemnify and hold harmless the Agents (for purposes of this Section 7each Underwriter, 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 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 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 its directors or officers or 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 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 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 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 Notes 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 Notes 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 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 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 8 8 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 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(a9(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(e12 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 9(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 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 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(a9(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 12 or otherwise furnished in addition writing to any liability which the Company may otherwise have.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) under the Trust Indenture Act of the Trustee; provided, further, that, with respect to any

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, Underwriter and each person, if any, who controls any Agent such Underwriter within the meaning of Section 15 of the Securities Act from and or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or severalseveral (and actions in respect thereof), to which they such Underwriter or any of them such controlling person may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation regulation, at common law 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 or actions 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 the Prospectus or any Preliminary Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the 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, and will reimburse, as incurred, such Underwriter or (ii) such controlling persons for any legal or other expenses reasonably incurred by such Underwriter or such controlling persons in connection with investigating, defending or appearing as a third party witness in connection with any such loss, claim, damage, liability or 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 action arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any of such documents in reliance upon and in conformity with information furnished in writing to the Company on behalf of such Underwriter through the Representatives expressly for use therein and provided further that such indemnity with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage, liability or action purchased Shares which are the subject thereof to the extent that any such loss, claim, damage, liability or action (i) results from the fact that such Underwriter failed to send or give a material fact contained in copy of the Prospectus (as amended or supplemented, if ) to such person at or prior to the Company shall have filed with confirmation of the Commission sale of such Shares to such person in any amendment thereof case where such delivery is required by the Act and (ii) arises out of or supplement thereto), the Statutory Prospectus, the Disclosure Package is based upon an untrue statement 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 of a material fact required to be stated therein or necessary contained in order to make the statements therein, such Preliminary Prospectus that was corrected in the light of Prospectus (as amended and supplemented), unless such failure resulted from non-compliance by the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Company with 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(e5(j) hereof. The foregoing indemnity agreement in this paragraph (a) shall be in addition to any liability which that the Company may otherwise have.

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 Xxxxxx’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 indemnify and hold harmless (a) Subject to the Agents (for purposes of limitations set forth below in this Section 78.01, from and after the Closing Date, the “Agents” shall be deemed to include Company (or the Agents and all subsidiaries and affiliates of the Agents persons identified in Section 8.01(b)(iv), to the extent such subsidiaries set forth therein) shall indemnify the NHTC Parties and affiliates are their respective directors, officers, employees and agents (collectively, the "NHTC Indemnified Persons"), against, and hold the NHTC Indemnified Persons harmless from, any and all Losses (as defined in Section 8.03) directly or indirectly incurred, suffered, sustained or required to be paid by, or sought to be imposed upon, any of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentNHTC Indemnified Persons resulting from, 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, relating 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 arising out of, or are based upon, : (i) any untrue statement breach of any of the representations or alleged untrue statement warranties of a material fact contained the Company set forth in the Registration Statement Section 2.01 hereof 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 other Company Document, (ii) any untrue statement breach of any covenant or alleged untrue statement agreement made by the Company under this Agreement or any other Company Document, or (iii) any Retained Liabilities, excluding, however, up to approximately $60,000 of Taxes of Old Ellon that the relevant taxing authorities may attempt to recover from New Ellon (it being agreed that the event of any such payment by New Ellon, NHTC or any other Subsidiary of NHTC after the Closing Date, such payment shall be included as "Acquisition Costs" under Section 1.04). (b) The right to indemnification under this Section 8.01 is subject to the following limitations: (i) The indemnification rights under this Section 8.01 shall expire at the respective times set forth in Section 8.05, and the Company (and its successors and assigns) shall not have any liability under this Section 8.01 or otherwise in connection with the Transactions unless an NHTC Indemnified Person gives written notice to the Company (or its successors and assigns) asserting a material fact contained claim for Losses, including reasonably detailed specific facts and circumstances pertaining thereto, before the expiration of the periods of time that the underlying representations, warranties, covenants and agreements survive under Section 8.05 hereof. (ii) Indemnification for claims under this Section 8.01 shall be payable hereunder only if and to the extent that the aggregate amount of all Losses of the NHTC Indemnified Persons to which this Section 8.01 hereof applies shall exceed $25,000, and shall not be payable in any event with respect to the first $25,000 of such Losses. (iii) The liability for all claims under this Section 8.01 of the Company (or any successor or assign thereof) shall in no event exceed the lesser of (as the case may be, the "Indemnity Cap"): (A) $3,000,000 and (B) one-half of the Fair Market Value (as defined in Section 1.04(d)), as of the date of determination, of (x) the Main Transaction Shares then held by (or held in the Prospectus Voting Trust for the benefit of) the Indemnifying Company Stockholders, and (as amended y) the realized cash proceeds (in the form of, for example, dividends or supplementedsale proceeds) or readily marketable assets (in the form of, if for example, freely tradeable securities) (such cash or readily marketable assets, "Qualified Proceeds") in respect of the Main Transaction Shares previously held by (or held in the Voting Trust for the benefit of) the Indemnifying Company Stockholders. (iv) The NHTC Indemnified Persons shall have filed with recourse hereunder only against the Commission any amendment thereof Main Transaction Shares issued hereunder and held by (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, held in the light of Voting Trust for the circumstances under which they were made, not misleadingbenefit of) the Indemnifying Company Stockholders and any Qualified Proceeds thereof; provided, however, that in no event shall the indemnity agreement contained Main Transaction Shares and Qualified Proceeds of any one Indemnifying Company Stockholder (and members of its immediate family, successors and assigns, treated for this purpose as one Indemnifying Company Stockholder) forfeited, surrendered or applied in respect of any Losses under this Section 7(a8.01 exceed the product of (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 haveIndemnity Cap, and (B) the percentage obtained by dividing (x) the percentage ownership in the Company of such Indemnifying Company Stockholder as of the Closing Date by (y) the percentage ownership in the Company of all Indemnifying Company Stockholders as of the Closing Date. (c) For purposes of this Agreement, the term "Indemnifying Company Stockholders" means: Azure Limited Partnership I; Capital Development S.A.; Jxxxxx Xxxxx; Jxxx X. Xxxxxxxx; Rxxxxx X. Xxxxx; and members of their respective immediate families, and their respective successors and assigns.

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 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 10 10 Underwriting Agreement 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 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 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 will indemnify and hold harmless the Agents (for purposes of this Section 7Holders, the “Agents” shall be deemed to include the Agents their partners, officers, members, directors, shareholders, 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 person, if any, who controls any Agent such Holder or underwriter within the meaning of Section 15 of the Securities Act, the 1934 Act to the fullest extent permitted by applicable law, from and 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, 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 and expenses (or actions in respect thereof) arise out of, of or are based uponupon any violation of the Securities Act, (i) 1934 Act or state securities laws, or upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement as originally filed or in any amendment thereof, or the Registration Statement Disclosure Package, or any preliminary, final or summary prospectus or Free Writing Prospectus included in any such registration statement, or in 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(in the case of the Disclosure Package, or (ii) any untrue statement preliminary, final or alleged untrue statement of a material fact contained in the Prospectus (as amended summary 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 Prospectus included in order to make the statements thereinany such registration statement, in the light of the circumstances under which they were made, ) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the indemnity agreement contained Company will not be liable in this Section 7(a) shall not apply any case to the extent that any such lossesloss, claimsclaim, damagesdamage, liabilities liability or actions arising expense arises (i) out of, of or is based upon, upon any such untrue statement or alleged untrue statement, statement or any such omission or alleged omission, if such statement or omission was made therein in reliance upon and in conformity with written information furnished as herein stated in Section 7(eto the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a deferral period after notice is given pursuant to Clause 9.8 hereof. The foregoing This indemnity agreement shall will be in addition to any liability which the Company may otherwise have.

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 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(a9(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(e12 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 9(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 Company shall indemnify represents and hold harmless warrants, as of the Agents date hereof and as of the Conversion Date, that (i) the Company has filed a Registration Statement on Form S-3, as amended (No. 333-11344) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the shares of Common Stock issuable upon conversion of the Series B Preferred and exercise of the warrants to purchase shares of common stock (the “Warrants”) granted pursuant to that certain Preferred Stock and Warrant Purchase Agreement dated as of December 3, 2003, by and among the Company and the buyers named therein (the “Registrable Securities”); (ii) the Registration Statement is currently effective with the Commission, and the Company has no knowledge that any stop order suspending its effectiveness has been issued or that any proceedings for purposes of this Section 7that purpose are pending before, or threatened by, the Commission; (iii) the Registrable Securities are available for resale by the Preferred Holders under the Securities Act of 1933 (the “Agents” shall be deemed Securities Act”) pursuant to include the Agents and all subsidiaries and affiliates Registration Statement, subject to compliance by the Preferred Holders with the prospectus delivery or other requirements under Rule 144 of the Agents to Securities Act; (iv) the extent such subsidiaries and affiliates are agents of the Company Registration Statement complies in accordance all material respects 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 requirements of the Securities Act from and against the rules and regulations of the Commission promulgated thereunder applicable to the Registration Statement; (v) the Registration Statement does not and, at the time it was filed, each document incorporated by reference in the Registration Statement did not, contain 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 omitted 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; providedand (vi) the Registrable Securities upon issuance will be validly issued, howeverfully paid and non-assessable and will not be subject to preemptive or other similar rights of shareholders of the Company. The Company will not, that by any voluntary action, avoid or seek to avoid the indemnity agreement contained observance or performance of any of the terms to be performed under this Agreement by the Company, but will at all times in good faith assist in the carrying out of all the provisions of 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 Agreement and in conformity with written information furnished the taking of all such actions as herein stated in Section 7(e) hereof. The foregoing indemnity agreement shall may be in addition reasonably necessary to any liability which protect the Company may otherwise haverights of the parties to this Agreement against impairment.

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 Purchaser who holds such Registrable Securities, the “Agents” shall be deemed to include directors, if any, of such Purchaser, 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 AgentPurchaser, and each person, if any, who controls any Agent Purchaser 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, liabilities or liabilities, expenses (joint or several) incurred (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 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 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 light of the circumstances in which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the Commission) or the omission or alleged omission to state therein any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, howeveror (iii) any violation or alleged violation by the Company of the Securities Act, that the indemnity Exchange Act, any state or foreign securities law or any rule or regulation under the Securities Act, the Exchange Act or any state or foreign securities law (the matters in foregoing clauses (i) through (iii) being, collectively, "Violations"). The Company shall, subject to the provisions of Section 6.02 hereof, reimburse each Purchaser or Holder if other than a Purchaser, promptly as such expenses are incurred and are due and payable, for any reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise, including without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which such Purchaser is a party), incurred by it in connection with the investigation or defense of any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a) 6.01 shall not (i) apply to any such losses, claims, damages, liabilities or actions 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 or on behalf of any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof supplement thereto, and the Purchaser or Holder if other than a Purchaser, furnishing such information shall indemnify and hold harmless the Company against any such Claims; (ii) hereof. The foregoing indemnity agreement shall be in addition with respect to any liability which preliminary Prospectus, 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 final Prospectus, as then amended or supplemented, if such final Prospectus was timely made available by the Company may otherwise havepursuant to Section 3.02 hereof, and the Purchaser or Holder if other than a Purchaser, failing to make such delivery shall indemnify and hold harmless the Company against any such claim; (iii) be available to the extent that such Claim is based upon a failure of the Purchaser or Holder if other than a Purchaser, 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 3.02 hereof and the Purchaser or Holder if other than a Purchaser, failing to make such delivery shall indemnify and hold harmless the Company against any such claim; or (iv) 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 Purchaser pursuant to Section 9.

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 Holder’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 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 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(a9(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(e12 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 9(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 Company may otherwise have.subject thereof, if such person did not receive a

By the Company. The (a) Except for the Roberts's obligations set forth herein and subject to the Roberts fulxxxxxxx xis obligations as set forth herein, the Company, fox xxx in consideration of the undertakings set forth herein, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE Roberts and his heirs, executors and administrators, of and from any xxx xxx manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which the Company shall indemnify and hold harmless ever had, now has, or hereafter may have, or which its successors or assigns hereafter may have by reason of any matter, cause or thing whatsoever from the Agents (for purposes beginning of the world to the Date of this Section 7Agreement and, the “Agents” shall be deemed to include the Agents and all subsidiaries and affiliates particularly, but without limitation of the Agents foregoing terms, any claims concerning or relating in any way to the extent such subsidiaries and affiliates are agents Roberts' status as an employee, officer or director of the Company in accordance with the provisions of Section 2(a)) and each director or officer of an AgentXXX Xxrmuda, 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 subjectits subsidiaries, or to Roberts' employment relationship and/or the termination of his emxxxxxxxt relationship with the Company and/or its predecessors, component and/or affiliated corporate entities including, but not limited to, any claims which have been or could have been asserted, or could be asserted now or in the future against Roberts or his heirs, executors and administrators including any claimx xxxxxng under the Securities Actany and all federal, the Exchange Act state or any other federal or state local statutory law or regulation or common law, and to reimburse the Agents and such directors, officers and controlling persons, as incurred, laws. (b) The Company also agrees that it will not file any claim for legal or equitable relief against Roberts for any legal matter related in any way whatsoever to Roberts' emplxxxxxx relationship with the Company or other expenses incurred by them involving any cxxxxxxxng effects of any acts or practices which may have arisen or occurred during Roberts' employment relationship or thereafter 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 the texxxxxxxon 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 his employment relationship with 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; providedVDC Bermuda. This provision, however, that is not intended to restrict the indemnity agreement contained Company's ability to cooperate in this Section 7(a) shall not apply any manner it deems appropriate with any enforcement agency with any analysis, investigation or prosecution related in any way 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 Roberts' employment 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 haveor VDC Bermuda.