Common use of Company Indemnification Clause in Contracts

Company Indemnification. The Company agrees to indemnify and hold harmless Agent, the directors, officers, partners, employees and agents of Agent and each person, if any, who (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Agent, the directors, officers, partners, employees and agents of Agent and each person, if any, who (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w7(v) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission omission, or alleged untrue statement statements or omission omissions, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to will indemnify and hold harmless Agenteach Holder, the directors, each of its officers, partnersdirectors and partners and such Holder's legal counsel and independent accountants, employees and agents of Agent and each person, if any, who (i) controls Agent person controlling such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect to which registration, qualification or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withcompliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any and all amounts paid in settlement (in accordance with underwriter within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages and liabilities (or damages arise actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any registration statement, prospectus, offering circular or the Prospectus other document, or any amendment or supplement thereto, incident to the Registration Statement any such registration, qualification or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofcompliance, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or omission (y) the omission or alleged omission omission) to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein, not misleading; provided, howeveror any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners and such Holder's legal counsel and independent accountants, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that this indemnity agreement shall the Company will not apply be liable in any such case to the extent that any such claim, loss, claimdamage, liability, liability or expense arises out of or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an based on any untrue statement or omission or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly an instrument duly executed by such Holder or underwriter and stated to be specifically for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The Company agrees to indemnify and hold harmless Agentthe Agents, the their affiliates and their respective members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who who: (i) controls Agent the Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ; or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agents, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including, without limitation, any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Agentthe Agents, or any such other person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on on: (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Shares under the securities laws thereof or filed with the Commission, or ; (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleading; or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion Agents’ Information (as defined in any document as described in clause (x) of this Section 9(a20(a)). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The (i) To the extent permitted by applicable Law, the Company agrees to will indemnify and hold harmless Agentthe Investor, each Person who controls the directors, officers, partners, employees and agents of Agent and each person, if any, who Investor (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and their respective officers, directors, members, managers, shareholders, agents and employees and any underwriter for the Company and each Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”Section 20 of the Exchange Act) from and against any and all losses, claims, liabilitiescosts, expenses and damages or liabilities (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)whether joint or several) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law applicable Laws or otherwise, insofar as such losses, claims, liabilitiesdamages, expenses or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectly, on violations (xeach a “Violation”): (i) any untrue statement (or alleged untrue statement statement) of a material fact contained in the such Registration Statement Statement, including any preliminary prospectus or the Final Prospectus contained therein or any amendment amendments or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofsupplements thereto, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (yii) the omission (or alleged omission omission) to state in the Registration Statement, including any such document preliminary prospectus or Final Prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, howeveror (iii) any violation or alleged violation by the Company of U.S. Securities Laws, that or any rule or regulation promulgated under U.S. Securities Laws. The Company will reimburse any Person intended to be indemnified pursuant to this indemnity agreement shall not apply to the extent that Section 4.5(a) for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, expense liability or damage arises from action. (ii) The indemnity agreement contained in this Section 4.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the sale consent of the Placement Shares pursuant Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable for any such loss, claim, damage, liability or action to this Agreement and the extent that it arises out of or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made based upon a Violation that occurs in reliance upon and in conformity with written information relating furnished expressly for use in connection with such Registration by the Investor, underwriter or controlling Person. (iii) The foregoing indemnity of the Company is subject to Agent and the condition that, insofar as they relate to any defect in a preliminary prospectus but such defect has been eliminated or remedied in the amended prospectus on file with the Commission at the time the applicable Registration becomes effective (the “Final Prospectus”), such indemnity shall not inure to the benefit of any Person if a copy of the Final Prospectus was timely furnished to the Company Investor or underwriter and was not furnished to the Person asserting the loss, liability, claims or damages at or prior to the time such action is required by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveSecurities Act.

Company Indemnification. The In consideration of the Subscriber’s execution and delivery of the Transaction Documents to which it is a party and acquiring the Securities hereunder and thereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless Agentthe Subscriber and each other holder of the Securities and all of their shareholders, the directorstrustees, partners, members, officers, partnersdirectors, employees and agents of Agent direct or indirect investors and each person, if any, who (i) controls Agent within the meaning of Section 15 any of the Securities Act foregoing persons’ agents or Section 20 of other representatives (including, without limitation, those retained in connection with the Exchange Acttransactions contemplated by this Agreement) (collectively, or (ii) is controlled by or is under common control with Agent (a the “Agent AffiliateSubscriber Indemnitees”) from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (includingother than consequential damages), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withtherewith (irrespective of whether any such Subscriber Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Subscriber Indemnified Liabilities”), incurred by any and all amounts paid in settlement (in accordance with Section 9(c)) Subscriber Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or proceeding between any claim brought or made against such Subscriber Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the indemnified parties Company) and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Subscriber Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in with the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf proceeds of the Company or based on written information furnished by or on behalf issuance of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the CommissionSecurities, or (yiii) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale status of the Placement Shares pursuant to this Agreement and is caused directly Subscriber or indirectly by holder of the Securities as an untrue statement or omission or alleged untrue statement or omission made investor in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished in writing by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent Xxxxx and furnished in writing to the Company by Agent Xxxxx expressly for inclusion in any document as described in clause (x) of this Section 9(a)use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In consideration of the Subscriber's execution and delivery of the Transaction Documents to which it is a party and acquiring the Securities hereunder and thereunder and in addition to all of the Company's other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless Agentthe Subscriber and each other holder of the Securities and all of their shareholders, the directorstrustees, partners, members, officers, partnersdirectors, employees and agents of Agent direct or indirect investors and each person, if any, who (i) controls Agent within the meaning of Section 15 any of the Securities Act foregoing persons' agents or Section 20 of other representatives (including, without limitation, those retained in connection with the Exchange Acttransactions contemplated by this Agreement) (collectively, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”the "Subscriber Indemnitees") from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (includingother than consequential damages), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withtherewith (irrespective of whether any such Subscriber Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Subscriber Indemnified Liabilities"), incurred by any and all amounts paid in settlement (in accordance with Section 9(c)) Subscriber Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or proceeding between any claim brought or made against such Subscriber Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the indemnified parties Company) and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Subscriber Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in with the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf proceeds of the Company or based on written information furnished by or on behalf issuance of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the CommissionSecurities, or (yiii) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale status of the Placement Shares pursuant to this Agreement and is caused directly Subscriber or indirectly by holder of the Securities as an untrue statement or omission or alleged untrue statement or omission made investor in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent Xxxxx (a “Agent Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, reasonable and documented expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus thereto or in any Issuer Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofProspectus, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses expenses) reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Agentthe Agents, the their affiliates and their respective members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls Agent the Agents within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agents, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including, without limitation, any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which Agentthe Agents, or any such other person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion Agents’ Information (as defined in any document as described in clause (x) of this Section 9(a20(a)). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Agenteach of the Agents, the Forward Sellers and Forward Purchasers, their respective directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls Agent any Agent, Forward Seller or Forward Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) any of the Agents, Forward Sellers or Forward Purchasers from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c11(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agentany of the Agents, Forward Sellers or Forward Purchasers, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus or the any Issuer Free Writing Prospectus or any amendment or supplement to the Registration Statement or Statement, the Prospectus or in any Issuer Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement, any Terms Agreement or any Forward Contract and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent any of the Agents, Forward Sellers or Forward Purchasers and furnished to the Company by Agent any of the Agents, Forward Sellers or Forward Purchasers expressly for inclusion in any document as described in clause (x) of this Section 9(a11(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In consideration of the Subscriber's execution and delivery of the Transaction Documents to which it is a party and acquiring the Securities hereunder and thereunder and in addition to all of the Company's other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless Agentthe Subscriber and each other holder of the Securities and all of their shareholders, the directorstrustees, partners, members, officers, partnersdirectors, employees and agents of Agent direct or indirect investors and each person, if any, who (i) controls Agent within the meaning of Section 15 any of the Securities Act foregoing persons' agents or Section 20 of other representatives (including, without limitation, those retained in connection with the Exchange Acttransactions contemplated by this Agreement) (collectively, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”the "SUBSCRIBER INDEMNITEES") from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (includingother than consequential damages), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withtherewith (irrespective of whether any such Subscriber Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "SUBSCRIBER INDEMNIFIED LIABILITIES"), incurred by any and all amounts paid in settlement (in accordance with Section 9(c)) Subscriber Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or proceeding between any claim brought or made against such Subscriber Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the indemnified parties Company) and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Subscriber Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in with the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf proceeds of the Company or based on written information furnished by or on behalf issuance of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the CommissionSecurities, or (yiii) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale status of the Placement Shares pursuant to this Agreement and is caused directly Subscriber or indirectly by holder of the Securities as an untrue statement or omission or alleged untrue statement or omission made investor in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to will indemnify each Holder, and hold harmless Agenteach Holder’s officers, the directors, officersmembers, governors, employees, partners, employees legal counsel, and agents of Agent accountants, and each person, if any, who (i) controls Agent person controlling such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actwith respect to any registration, qualification, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withcompliance effected pursuant to this Section 1, and any each underwriter, if any, and all amounts paid in settlement (in accordance with each person who controls, within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulationany underwriter, at common law or otherwise, insofar as such lossesagainst all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect of such expenses, claims, losses, damages, and liabilities, expenses or damages arise ) arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofprospectus, or in any application offering circular, or other document executed by (including any related registration statement, notification, or on behalf of the Company similar document) incident to any such registration, qualification, or compliance, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or omission (y) the omission or alleged omission omission) to state in any such document a material fact required to be stated in it such document or necessary to make the statements in it such document not misleading, or any violation by the Company of the Securities Act and any applicable state securities laws or any rule or regulation under the Securities Act or state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, and each of such Holder’s officers, directors, partners, legal counsel, and accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action; provided, however, provided that this indemnity agreement shall the Company will not apply be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use in such document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 1.5(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability, expense or damage arises from action if such settlement is effected without the sale of the Placement Shares pursuant to this Agreement and is caused directly Company’s consent (which consent will not be unreasonably withheld, delayed or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(aconditioned). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Agentthe Sales Agents, the directors, officers, members, partners, employees and agents of Agent the Sales Agents, each broker dealer affiliate of the Sales Agents, and each personDesignated Sales Agent Affiliate, if any, who (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all actual, reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agentthe Sales Agents, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus thereto or in any Issuer Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to Agent the Sales Agents and furnished to the Company by Agent the Sales Agents expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCredit Agricole, the directors, officers, partners, employees and agents of Agent Credit Agricole and each person, if any, who (i) controls Agent Credit Agricole within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent Credit Agricole (a “Agent Credit Agricole Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCredit Agricole, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w7(v) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent Credit Agricole and furnished to the Company by Agent Credit Agricole expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement of (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Agent, the directors, officers, partners, employees and agents of Agent and each person, if any, who (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c10(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened)), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written solely Agent’s Information. “Agent’s Information” means, solely, the following information relating to Agent in the Prospectus: the third sentence of the eighth paragraph and furnished to the Company by Agent expressly for inclusion tenth paragraph under the caption “Plan of Distribution” in any document as described in clause (x) of this Section 9(a)the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses incurred reasonably incurred) in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) ofin connection with, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCF&Co, the directors, officers, partners, employees and agents of Agent CF&Co and each person, if any, who (i) controls Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent CF&Co (a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any governmental agency or body, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the CommissionSEC, or (y) the omission or alleged omission to state in any such document Registration Statement or amendment or supplement thereto a material fact required to be stated in it or necessary to make the statements in it not misleading, or (z) the omission or alleged omission to state in any such Prospectus or amendment or supplement thereto a material fact required to be stated in it or necessary to make the statements in it, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to under this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent CF&Co and furnished to the Company by Agent CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a); provided, however, that the indemnity provision contained in this Section 9(a) shall not inure to the benefit of CF&Co or any CF&Co Affiliate with respect to any person asserting such loss, expense, liability, damage or claim which is the subject thereof if the Prospectus or amendment or supplement thereto prepared with the consent of CF&Co and furnished to CF&Co, prior to CF&Co providing written confirmation of the sale of the Shares to such person, corrected any such alleged untrue statement or omission and if CF&Co failed to send or give a copy of the Prospectus or amendment or supplement thereto to such person at or prior to providing written confirmation of the sale of the Shares to such person; provided further that the foregoing proviso shall not apply to At The Market sales wherein the Company failed to send or give a copy of the Prospectus or amendment or supplement thereto to the Exchange or other exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify indemnify, hold harmless, reimburse and hold harmless Agentdefend each Creditor Party, the each of such Creditor Party’s officers, directors, officersagents, partnersaffiliates, employees control persons, and agents of Agent and each personprincipal shareholders, if anyagainst all claims, who (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actcosts, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claimsexpenses, liabilities, expenses and obligations, losses or damages (includingincluding reasonable legal fees) of any nature, but not limited toincurred by or imposed upon such Creditor Party which result, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on based upon: (xi) any untrue statement or alleged untrue statement of a material fact contained in misrepresentation by the Registration Statement or the Prospectus Company or any amendment of its Subsidiaries or supplement to breach of any warranty by the Registration Statement Company or the Prospectus any of its Subsidiaries in this Agreement, any other Related Agreement or in any Free Writing Prospectus approved exhibits or schedules attached hereto or thereto; or (ii) any breach or default in performance by Company or any of its Subsidiaries of any covenant or undertaking to be performed by Company or any of its Subsidiaries hereunder, under any other Related Agreement or any other agreement entered into by the Company in accordance with Section 7(wand/or any of its Subsidiaries and such Creditor Party relating hereto or thereto; or (iii) hereof(a) the violation of any Environmental Laws and the regulations promulgated pursuant to such laws, all as amended and relating to or in affecting the Company and/or any application Subsidiary and the Company’s and/or any Subsidiary’s properties, whether or other document executed not caused by or on behalf within the control of any Creditor Party and/or (b) the presence, release or threat of release of any Hazardous Materials (including, without limitation, asbestos, polychlorinated biphenyls, petroleum products, flammable explosives, radioactive materials, infectious substances or raw materials which include hazardous constituents) on, in, under or affecting all or any portion of any property of the Company and/or any Subsidiary or based on written information furnished any surrounding areas, regardless of whether or not caused by or on behalf within the control of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveCreditor Party.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of Agent the Sales Agent, each broker dealer affiliate of the Sales Agent, and each personSales Agent Affiliate, if any, who (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus thereto or in any Issuer Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent or its agents expressly for inclusion in any document as described in clause (x) of this Section 9(a9(b). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Agent, each officer and director of the directorsAgent, officers, partners, employees and agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each broker-dealer affiliate of the Agent, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which Agent, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on (x) any based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto, any Issuer Free Writing Prospectus approved by or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Company in accordance with Section 7(w) hereof, Securities Act or in any application or other document executed by or on behalf arise out of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading, and will reimburse the Agent for documented legal or other expenses reasonably incurred by the Agent in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage liability arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly based upon an untrue statement or indirectly by an alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information relating to Agent and furnished to the Company by the Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (collectively, the “Agent Information”).

Company Indemnification. The Company agrees to shall indemnify and hold harmless Agenteach Specified Stockholder, the directorsits Affiliates, officers, directors, stockholders, partners, employees members and agents of Agent agents, any underwriter for such Specified Stockholder and each personPerson, if any, who (i) controls Agent any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partydamages, or otherwise, liabilities (joint or any claim asserted), as and when incurred, several) to which Agent, or any such person, they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilitiesdamages, expenses or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following (collectively, directly or indirectly, on “Violations”): (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement, including any preliminary prospectus, free writing prospectus or the Prospectus final prospectus contained therein or any amendment amendments or supplement to the Registration Statement or the Prospectus supplements thereto or in any Free Writing Prospectus approved document incorporated by the Company in accordance with Section 7(wreference thereto, (ii) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements in it therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, any other securities law or any rule or regulation promulgated under the Securities Act or any other securities law; and the Company will pay to each such Person, as incurred, any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that this indemnity agreement Section 2.6(a) shall not apply to the extent that amounts paid in settlement of any such loss, claim, damage, liability, expense or damage arises from action if such settlement is effected without the sale consent of the Placement Shares pursuant Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to this Agreement and any such Person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made based upon a Violation which occurs in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion use in any document as described in clause (x) connection with such registration by or on behalf of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havesuch Specified Stockholder.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXX Xxxxx, the its affiliates and each of their respective directors, officers, partners, employees and agents of Agent XX Xxxxx and each person, if any, who (i) controls Agent XX Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) XX Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredwithin 30 days of receipt of the written document expenses by the indemnifying party, to which AgentXX Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened)), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx Fargo, the directors, officers, partners, employees and agents of Agent Xxxxx Fargo and each person, if any, who (i) controls Agent Xxxxx Fargo within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent Xxxxx Fargo (a “Agent Xxxxx Fargo Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx Fargo, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Class A Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document Agent’s Information (as described in clause (x) of this Section 9(ahereinafter defined). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Ordinary Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading (or not misleading in light of the circumstances under which they were made with respect to the Prospectus) or (z) any material breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion Agent’s Information (as defined in any document as described in clause (x) of this Section 9(a20(b)). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (includingdamages, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement of (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and Act against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which Agent, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus or in Prospectus), any Permitted Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofProspectus, or any roadshow as defined in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Rule 433(h) under the securities laws thereof or filed with the CommissionSecurities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; and will reimburse the Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case of (i) through (iii) to the extent that any such loss, claim, liabilitydamage, expense liability or damage action arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly based upon an untrue statement or indirectly by an alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information relating to Agent and furnished to the Company by the Agent expressly specifically for inclusion use in any document the preparation thereof. “Rule 430B Information,” as described in clause (x) of this Section 9(a). This indemnity agreement will used herein, means information with respect to the Shares and the offering thereof permitted to be in addition omitted from the Registration Statement when it becomes effective pursuant to any liability that the Company might otherwise have.Rule 430B;

Company Indemnification. The Company agrees to indemnify and hold harmless Agenteach of the Agents, the directors, officers, partners, employees and agents of each Agent and each person, if any, who (i) controls any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with any Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which such Agent, or any such person, may become subject under the Securities Act, the Exchange Act Act, Canadian Securities Laws or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus Prospectuses or any amendment or supplement to the Registration Statement or the Prospectus Prospectuses or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agents’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In consideration of the Purchaser's execution and delivery of the Transaction Documents to which it is a party and acquiring the Notes hereunder and thereunder and in addition to all of the Company's other obligations under the Transaction Documents to which it is a party, the Company agrees to shall defend, protect, indemnify and hold harmless Agentthe Purchaser and each other holder of the Notes and all of their affiliates, the directorsshareholders, trustees, partners, members, officers, partnersdirectors, employees and agents of Agent direct or indirect investors and each person, if any, who (i) controls Agent within the meaning of Section 15 any of the Securities Act foregoing persons' agents or Section 20 of other representatives (including, without limitation, those retained in connection with the Exchange Acttransactions contemplated by this Agreement) (collectively, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”the "Purchaser Indemnitees") from and against any and all lossesactions, causes of action, suits, claims, liabilitieslosses, expenses costs, penalties, fees, liabilities and damages (includingother than consequential damages), but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withtherewith (irrespective of whether any such Purchaser Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Purchaser Indemnified Liabilities"), incurred by any and all amounts paid in settlement (in accordance with Section 9(c)) Purchaser Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents, or (c) any cause of action, suit or proceeding between any claim brought or made against such Purchaser Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the indemnified parties Company) and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedresulting from (i) other than those arising from or resulting from a misrepresentation or breach of any representation or warranty made by such Purchaser Indemnitee contained in the Transaction Documents to which it is a party, the execution, delivery, performance or enforcement of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in with the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf proceeds of the Company or based on written information furnished by or on behalf issuance of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the CommissionNotes, or (yiii) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale status of the Placement Shares pursuant to this Agreement and is caused directly Purchaser or indirectly by holder of the Notes as an untrue statement or omission or alleged untrue statement or omission made investor in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCF&Co, the directors, officers, partners, employees and agents of Agent CF&Co and each person, if any, who (i) controls Agent CF&Co within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent CF&Co (a “Agent CF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigativeinvestigative expenses by any governmental agency or body, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCF&Co, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document Registration Statement or amendment or supplement thereto a material fact required to be stated in it or necessary to make the statements in it not misleading, or (z) the omission or alleged omission to state in any such Prospectus or amendment or supplement thereto a material fact required to be stated in it or necessary to make the statements in it, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to under this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent CF&Co and furnished to the Company by Agent CF&Co expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement of (in accordance with this Section 9(c9)) of), any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Ordinary Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened)), as and when incurred, to which Agent, the Agent or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have. For purposes of this Section 9, “Agent’s Information” means, solely, the following information in the Prospectus: the eighth and tenth paragraphs under the caption “Plan of Distribution” in the Prospectus.

Company Indemnification. The Company agrees to indemnify and hold harmless Agentthe Agent and its affiliates and their respective partners, the members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Act from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim asserted), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, based on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, free writing prospectus or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleading; provided, however, that in each case this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless Agenteach Underwriter, the directors, officers, partners, employees and agents of Agent each of the Underwriters and each person, if any, who (i) controls Agent any of the Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) any of the Underwriters from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c7(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agentan Underwriter, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, based on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, Pricing Prospectus or the Prospectus or any amendment or supplement to the Registration Statement Statement, Pricing Prospectus or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or free writing prospectus based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein, in it the light of the circumstances under which they were made (other than with respect to the Registration Statement), not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent the Underwriters expressly for inclusion in any document as described in clause (x) of this Section 9(a7(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent Xxxxx (a “Agent Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredpromptly upon demand for any legal fees or other expenses reasonably incurred by that indemnified party in connection therewith, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved document incorporated by the Company in accordance with Section 7(w) hereof, reference therein or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, free writing prospectus or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein in it light of (other than in the case of any Registration Statement) the circumstances under which they were made not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or alleged untrue statement in or omission or alleged untrue statement omission from the Registration Statement or omission the Prospectus, or any such amendment or supplement thereto, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent Xxxxx expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates, and their respective directors, officers, partnersagents and employees, employees and agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and Act against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which Agent, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus or in Prospectus), any Permitted Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofProspectus, or any roadshow as defined in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Rule 433(h) under the securities laws thereof or filed with the CommissionSecurities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, however, that this indemnity agreement shall not apply to , (ii) any inaccuracy in the extent that such loss, claim, liability, expense or damage arises from the sale representations and warranties of the Placement Shares pursuant Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Agent is a target of or party to this Agreement and is caused directly such investigation or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to proceeding); or (iv) any failure of the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.perform its respective obligations hereunder or under law;

Company Indemnification. The Company agrees to will indemnify and hold harmless Agentthe Underwriter, the directors, officers, partners, employees its officers and agents of Agent directors and each person, if any, who (i) controls Agent the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which Agentthe Underwriter, its officers, directors, or any such person, controlling person may become subject subject, under the Securities Act, Act or the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on based upon (xa) any untrue statement or alleged untrue statement of a material fact contained in (i) the Registration Statement or (including the Prospectus as a part thereof), (ii) Authorized Sales Materials (when read in conjunction with the Prospectus) or (iii) any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any blue sky application or other document executed by or on behalf of the Company or on its behalf specifically for the purpose of qualifying any or all of the Notes for sale under the securities laws of any jurisdiction or based on upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof (any such application, document or filed with the Commissioninformation being hereinafter called a “Blue Sky Application”), or (yb) the omission or alleged omission to state in the Registration Statement (including the Prospectus as a part thereof), Authorized Sales Materials (when read in conjunction with the Prospectus), or in any such document Blue Sky Application a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided. The Company will reimburse the Underwriter, howeverand its officers and directors and controlling persons, that this indemnity agreement shall not apply to for any reasonable legal or other expenses reasonably incurred by the extent that Underwriter, and its officers and directors and controlling persons, in connection with investigating or defending such loss, claim, liabilitydamage, expense liability or action; provided that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises from the sale of the Placement Shares pursuant to this Agreement and out of, or is caused directly based upon an untrue statement or indirectly by an alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly the Underwriter for inclusion use in the Registration Statement, the Prospectus, such Authorized Sales Materials or any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability such Blue Sky Application; and further provided that the Company might otherwise havewill not be liable in any such case if it is determined that the Underwriter had knowledge of the untrue statement or alleged untrue statement or omission or alleged omission giving rise to or resulting in such loss, claim, damage, liability or action.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Ordinary Shares or ADSs under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares ADSs pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or free writing prospectus filed with the CommissionCommission and relating to the Shares, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates, and their respective directors, officers, partnersagents and employees, employees and agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, damages or liabilities, expenses and damages joint or several, to which the Agent may become subject, under the Securities Act or otherwise (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c5)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, otherwise insofar as such losses, claims, liabilitiesexpenses, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on upon, in whole or in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus or in Prospectus), any Permitted Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofProspectus, or any roadshow as defined in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Rule 433(h) under the securities laws thereof or filed with the CommissionSecurities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, however, that this indemnity agreement shall not apply to , (ii) any inaccuracy in the extent that such loss, claim, liability, expense or damage arises from the sale representations and warranties of the Placement Shares pursuant Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Agent is a target of or party to this Agreement and is caused directly such investigation or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to proceeding); or (iv) any failure of the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.perform its respective obligations hereunder or under law;

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses documented and reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c‎9)) of), any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Ordinary Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Company agrees to indemnify shall indemnify, defend and hold harmless the Agent-Related Persons, the and each Bank and each of its respective officers, directors, officersemployees, partnerscounsel, employees agents and agents of Agent and each personattorneys-in-fact (each, if any, who (ian "Indemnified Person") controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) harmless from and against any and all liabilities, obligations, losses, claimsdamages, liabilitiespenalties, actions, judgments, suits, costs, charges, expenses and damages disbursements (includingincluding of experts and agents and Attorney Costs which all 100 shall be paid upon demand by the Agent) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans, but not limited tothe termination of the Letters of Credit and the termination, resignation or replacement of the Agent or replacement of any and all reasonable investigativeBank) be imposed on, legal and other expenses incurred by or asserted against any such Person in connection withany way relating to or arising out of: this Agreement, and the Pledge Agreements or any and all amounts paid in settlement (in accordance with Section 9(c)) document contemplated by or referred to herein; the administration of the Loan Documents; the custody, preservation, use or operation of or the sale of, any actioncollection from, suit or proceeding between other realization upon, any of the indemnified parties and Collateral; the exercise or enforcement of any indemnifying parties or between any indemnified party and any third party, or otherwise, of the rights of the Agent under the Pledge Agreements or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under other Loan Document; the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved failure by the Company in accordance with Section 7(w) hereof, to perform or observe any of the provisions of the Pledge Agreements or any other Loan Document; the transactions contemplated hereby; or any other action taken or omitted by any such Person under or in connection with any application or other document executed by or on behalf of the Company foregoing, including with respect to any investigation, litigation or based on written information furnished by proceeding (including any Insolvency Proceeding or on behalf appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the Company filed in proceeds thereof, whether or not any jurisdiction in order to qualify Indemnified Person is a party thereto (all the Shares under foregoing, collectively, the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading"Indemnified Liabilities"); provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveshall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive payment of all other Obligations.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written solely the information relating to Agent in the fifth paragraph and furnished to the Company by Agent expressly for inclusion third sentence of the ninth paragraph under the caption “Plan of Distribution” in any document as described in clause the Prospectus (x) of this Section 9(athe “Agent’s Information”). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless each Agent, the their affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls any Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) any Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable and documented investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which any Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereoffree writing prospectus, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agents’ Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written solely Agent’s Information. “Agent’s Information” means, solely, the following information relating to Agent in the Prospectus: the third sentence of the eighth paragraph and furnished to the Company by Agent expressly for inclusion tenth paragraph under the caption “Plan of Distribution” in any document as described in clause (x) of this Section 9(a)the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document Agent’s Information (as described in clause (x) of this Section 9(adefined below). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the - 23 - Exchange Act, or (ii) is controlled by or is under common control with Agent Xxxxx (a “Agent Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company free writing prospectus or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein in it light of (other than the case of the Registration Statement) the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission of material fact, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent Xxxxx (a “Agent Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, reasonable and documented expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it it, in light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXx Xxxxx, the directors, officers, partners, employees and agents of Agent Xx Xxxxx and each person, if any, who (i) controls Agent Xx Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent Xx Xxxxx (a “Agent Xx Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all reasonable amounts paid in settlement (in accordance with Section 9(c10(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXx Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Issuer Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (yii) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (iii) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information relating to Agent and furnished to Xx Xxxxx or otherwise from the Company by Agent expressly for inclusion in any document as described in clause (x) gross negligence or willful misconduct of this Section 9(a)Xx Xxxxx. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, free writing prospectus or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless each Agent, the respective directors, officers, partners, employees and agents of each Agent and each person, if any, who (i) controls either Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with either Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c10(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which such Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Issuer Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (yii) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (iii) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)either Agent. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent Xxxxx (a “Agent Xxxxx Affiliate”) from and against any and all losses, claims, liabilities, reasonable and documented expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading in light of (other than in the case of the Registration Statement) the circumstances under which they were made or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Agent, each officer and director of the directorsAgent, officers, partners, employees and agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct and each broker-dealer affiliate of the Agent, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which Agent, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on (x) any based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto, any Issuer Free Writing Prospectus approved by or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Company in accordance with Section 7(w) hereof, Securities Act or in any application or other document executed by or on behalf arise out of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading, and will reimburse the Agent for documented legal or other expenses reasonably incurred by the Agent in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case to the extent that any such loss, claim, liability, expense damage or damage liability arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly based upon an untrue statement or indirectly by an alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information relating to Agent and furnished to the Company by the Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by the Agent as aforesaid consists of the third paragraph of the Plan of Distribution section of the Prospectus Supplement (“Agent Information”).

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the directors, officers, partners, employees and agents of the Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with the Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written solely Agent’s Information. “Agent’s Information” means, solely, the following information relating to Agent in the Prospectus: the fifth paragraph and furnished to the Company by Agent expressly for inclusion last sentence of the eighth paragraph under the caption “Plan of Distribution” in any document as described in clause (x) of this Section 9(a)the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.. ​ ​ ​

Company Indemnification. The Company agrees to indemnify and hold harmless AgentLiquidnet, the directors, officers, partners, employees and agents of Agent Liquidnet and each person, if any, who (i) controls Agent Liquidnet within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Liquidnet from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c10(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentLiquidnet, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company for such purpose filed with the Commission or in any other jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commissionthereof, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent Liquidnet and furnished to the Company by Agent Liquidnet expressly for inclusion in any document as described in clause (x) of this Section 9(a10(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c10)) of), any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement Section 10(a) shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentJMP, the directors, officers, partners, employees and agents of Agent JMP and each person, if any, who (i) controls Agent JMP within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) JMP from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentJMP, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by the Company of any of its representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredwithin 30 days of the written receipt of the documented expenses by the indemnifying party, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commissionfree writing prospectus , or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading ; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written solely Agent’s Information. As used herein, “Agent’s Information” means, solely, the following information relating to Agent and furnished to in the Company by Agent expressly for inclusion Prospectus: the [ ] paragraphs under the caption “Plan of Distribution” in any document as described in clause (x) of this Section 9(a)the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentTX Xxxxx, the its affiliates, and its and their respective directors, officers, partners, employees and agents of Agent and each person, if any, who (i) controls Agent TX Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) TX Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentTX Xxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written solely Agent’s Information. “Agent’s Information” means, solely, the following information relating to Agent in the Prospectus: the third sentence of the eighth paragraph and furnished to the Company by Agent expressly for inclusion tenth paragraph under the caption “Plan of Distribution” in any document as described in clause (x) of this Section 9(a)the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the F-6 Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement, the F-6 Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Placement Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCxxxx, the directors, officers, partners, employees and agents of Agent Cxxxx and each person, if any, who (i) controls Agent Cxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent Cxxxx (a “Agent Cxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the ADSs or Ordinary Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement or any Terms Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and Act against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which Agent, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulationotherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company, at common law or otherwisesuch consent not to be unreasonably withheld), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus or in Prospectus), any Permitted Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofProspectus, or any roadshow as defined in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Rule 433(h) under the securities laws thereof or filed with the CommissionSecurities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, however, that this indemnity agreement shall not apply to , (ii) any inaccuracy in the extent that such loss, claim, liability, expense or damage arises from the sale representations and warranties of the Placement Shares pursuant to this Agreement and is caused directly Company contained herein; (iii) any investigation or indirectly proceeding by an untrue statement any governmental authority, commenced or omission or alleged untrue statement or omission made in reliance upon and in conformity threatened with written information relating to Agent and furnished respect to the Company or the matters covered by the Agreement (whether or not the Agent expressly for inclusion in is a target of or party to such investigation or proceeding); (iv) any document as described in clause (x) failure of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.to perform its respective obligations hereunder or under law;

Company Indemnification. The Company agrees to shall indemnify and hold harmless Agentharmless, to the directorsfullest extent permitted by law, officerseach seller of Registrable Securities, partners, employees and agents of Agent any underwriter for such registration and each personperson or entity, if any, who (i) controls Agent controlling such seller or underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilitiesdamages, liabilities and expenses (including reasonable costs of investigation and damages (includinglegal expenses) to which such seller, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit underwriter or proceeding between any of the indemnified parties and any indemnifying parties controlling person or between any indemnified party and any third party, or otherwise, or any claim asserted)entity, as and when incurred, to which Agent, or any such personthe case may be, may become subject under the Securities 1933 Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilitiesdamages, liabilities or expenses (or damages actions in respect thereof) arise out of or are based, directly or indirectly, on based upon any of the following: (xa) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus any registration statement, any prospectus or any amendment amendments or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or supplements thereto; (yb) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements therein, in it light of the circumstances under which they were made, not misleading; or (c) any violation or alleged violation by the Company, in connection with such registration, of the 1933 Act, the Exchange Act, any state securities law or any role or regulation promulgated under the 1933 Act, the Exchange Act or any state securities law; provided, however, that this indemnity agreement the Company shall not apply to the extent that be liable in any such case for any such loss, claim, liabilitydamage, expense liability or damage action to the extent that it arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by an untrue statement or omission or alleged based upon any untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company for use in connection with such registration by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havesuch seller, underwriter or controlling person or entity.

Company Indemnification. The Subject to the indemnification limitations set forth in this Agreement, from and after the Merger Closing Date, the Company agrees to shall indemnify and hold harmless Agenteach Equity Holder and its officers, the directors, officersemployees, partners, employees members, agents, representatives and agents Affiliates (each of Agent and each person, if any, who (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) which is controlled by or is under common control with Agent (a “Agent AffiliateWvF Indemnified Party”) from and against any and all lossescharges, complaints, claims, liabilitiesactions, causes of action, losses, damages, liabilities and expenses and damages (includingof any nature whatsoever, but not limited toincluding without limitation, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds, but excluding in all cases consequential or punitive damages (collectively, “Losses”) in accordance with Section 9(c)) of, any action, suit or proceeding between any excess of the indemnified parties and any indemnifying parties greater of (i) 1.5% of the Contributed Equity Value or between any indemnified party and any third party(ii) $250,000, or otherwisein each case in the aggregate, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are basedrelating to, directly asserted against, imposed upon or indirectly, on (x) incurred by the WvF Indemnified Party in connection with or as a result of any untrue statement or alleged untrue statement breach of a material fact representation, warranty or covenant of the Company contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus this Agreement or in any Free Writing Prospectus approved schedule, exhibit, certificate or affidavit or any other document delivered by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order Merger Sub pursuant to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingthis Agreement; provided, however, that this indemnity agreement the Company shall not apply have any obligation under this Section 5.01 to indemnify any WvF Indemnified Party against any Losses to the extent that such loss, claim, liability, expense or damage arises from the sale Losses arise by virtue of the Placement Shares WvF Parties’ breach of this Agreement, gross negligence, willful misconduct or fraud. Any indemnification payment made by the Company pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission Section 5.01 shall be made in reliance upon and in conformity with written information relating to Agent and furnished to the applicable WvF Indemnified Party in shares of Company Common Stock, the number of which shall equal the dollar value of the indemnification payment divided by Agent expressly for inclusion in any document the price of a share of Company Common Stock as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havedate of such indemnification payment.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and Act against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which Agent, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus or in Prospectus), any Permitted Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofProspectus, or any roadshow as defined in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Rule 433(h) under the securities laws thereof or filed with the CommissionSecurities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, however, that this indemnity agreement shall not apply to , (ii) any inaccuracy in the extent that such loss, claim, liability, expense or damage arises from the sale representations and warranties of the Placement Shares pursuant Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened in connection with the consummation of the transactions contemplated hereby (whether or not the Agent is a target of or party to this Agreement and is caused directly such investigation or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to proceeding); (iv) any failure of the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.perform its respective obligations hereunder or under law;

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partnersand employees, employees and agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c9)) of, any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Ordinary Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and Act against any and all lossesloss, claimsclaim, liabilitiesdamage, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit liability or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)expense, as and when incurred, to which Agentthe Agent or such affiliate, director, officer, employee, agent or any such person, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Placement Shares have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are based, directly or indirectly, on is based upon (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, or any amendment 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; (ii) any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofforegoing), or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document therein a material fact required to be stated necessary in it or necessary order to make the statements therein, in it the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by the Agent in connection with, or relating in any manner to, the Placement Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and to reimburse the Agent and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable and documented expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Agent or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that this the foregoing indemnity agreement shall not apply to the extent that such any loss, claim, liabilitydamage, liability or expense to the extent, but only to the extent, arising out of or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly based upon any untrue statement or indirectly by an alleged untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by the Agent in writing expressly for inclusion use in the Registration Statement, any document as such Issuer Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in clause (x‎Section 11(b) of this Section 9(a)below. This The indemnity agreement will set forth in this ‎Section 11(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Company Indemnification. The Company Xxxxxx agrees to indemnify and hold harmless Agentindemnify, to the fullest extent permitted by law, the Company, its directors, its officers, partnersits agents and employees, employees and agents of Agent and each person, if any, person who controls the Company (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilitiesdamages, expenses liabilities and damages (includingexpenses, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) caused by any untrue statement or alleged untrue statement of a material fact contained in information furnished by Xxxxxx to the Registration Statement Company and included in the registration statement for the Shares, or the Prospectus any prospectus or preliminary prospectus or any amendment or supplement to the Registration Statement thereto contained therein or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements therein (in it the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, however. EXHIBIT "B" ----------------- IRREVOCABLE PROXY KNOW ALL MEN BY THESE PRESENTS, that pursuant to the provisions of Section 212 of the Delaware General Corporation Law, the undersigned hereby irrevocably constitutes and appoints: (i) Xxxxxxx X. Xxxxx, and (ii) upon his death or incapacity, Xxxxxx X. Xxxxx, as its attorney-in-fact and proxy, to vote and otherwise act (by written consent or otherwise) with respect to all shares of Common Stock, $0.10 par value, of BeautiControl Cosmetics, Inc. held of record by the undersigned up to 1,200,000 shares (the "Shares") and all other stock dividends or distributions issuable with respect to such Shares, whether now owned or acquired after the date hereof, by the undersigned or any Affiliate (as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended) of the undersigned, which the undersigned is entitled to vote at any meeting of stockholders (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on all matters. The undersigned hereby affirms that this indemnity agreement Irrevocable Proxy is given in connection with, and pursuant to the terms of, the Stock Purchase Agreement among BeautiControl Cosmetics, Inc., the undersigned, Xxxxxxx X. Xxxxx, and Xxxxxx X. Xxxxx, dated July 20, 1998. The undersigned acknowledges that this proxy is coupled with an interest and is irrevocable and shall not apply be terminated by operation of law or upon the occurrence of any other event. This proxy shall automatically terminate (i) with respect to any Shares sold or otherwise transferred by the extent undersigned, or any Affiliate, to a third party that is not an Affiliate of Xxxxxx and (ii) with respect to all Shares held by the undersigned at such loss, claim, liability, expense or damage arises from time as the sale Heaths are no longer employees of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made Company or, as a result of the Heaths selling their shares of Common Stock, the Heaths' holdings in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) are less than an aggregate of this Section 9(a). This indemnity agreement will be in addition to any liability that 20% of the Company might otherwise havethen-outstanding shares of Common Stock.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.in

Company Indemnification. The (a) Without limitation of any other provision of this Agreement, the Company agrees to defend, indemnify and hold each Investor Indemnified Party harmless Agent, the directors, officers, partners, employees and agents of Agent and each person, if any, who (i) controls Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all lossesLosses based upon, claimsarising out of, liabilitiesby reason of or otherwise in respect of or in connection with (i) any breach of any covenant or agreement made by the Company in this Section 7 or in any agreement executed in connection herewith, expenses and damages or (ii) any third party or governmental claims relating in any way to such Investor Indemnified Party's status as a security holder, creditor, director, agent, representative or controlling person of the Company or otherwise relating to such Investor Indemnified Party's involvement with the Company (including, but not limited towithout limitation, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any such person, may become subject Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, which relate directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement indirectly to the Registration Statement registration, purchase, sale or the Prospectus or in ownership of any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf securities of the Company or based on written information furnished to any fiduciary obligation owed with respect thereto), including, without limitation, in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Investor Indemnified Party as security holder, director, agent, representative or on behalf controlling person of the Company filed in any jurisdiction in order to qualify the Shares under the or otherwise, alleging so-called control person liability or securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadinglaw liability; provided, however, that this indemnity agreement shall the Company will not apply be liable to the ----------------- extent that such loss, claim, liability, expense or damage arises Losses arise from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by are based on (A) an untrue statement or omission or alleged untrue statement or omission in a registration statement or prospectus which is made in reliance upon on and in conformity with written information relating to Agent and furnished to the Company by Agent expressly or on behalf of such Investor Indemnified Party, or (B) conduct by an Investor Indemnified Party which constitutes fraud, willful misconduct or malfeasance. (b) If the indemnification provided for inclusion in Section 7.16(a) above for any document reason is held by a court of competent jurisdiction to be unavailable to an Investor Indemnified Party in respect of any Losses referred to therein, then the Company, in lieu of indemnifying such Investor Indemnified Party thereunder, shall contribute to the amount paid or payable by such Investor Indemnified Party as described a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Investor, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (xi) above but also the relative fault of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveand the Investor in connection with the action or inaction which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company and the Investor shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Investor and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (c) Each of the Company and the Investor agrees that it would not be just and equitable if contribution pursuant to Section 7.16(b) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written solely Agent’s Information. “Agent’s Information” means, solely, the following information relating to Agent and furnished to in the Company by Agent expressly for inclusion Prospectus: the third sentence in any document as described the eighth paragraph under the caption “Plan of Distribution” in clause (x) of this Section 9(a)the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and Act against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which Agent, or any such person, the Agent may become subject subject, under the Securities Act, the Exchange Act or other federal otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, which shall not be unreasonably withheld, conditioned or state statutory law or regulation, at common law or otherwisedelayed), insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon, directly in whole or indirectly, on in part: (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430B Information (as defined below) and at any subsequent time pursuant to Rules 430A and 430B promulgated under the Securities Act, and any other information deemed to be part of the Registration Statement at the time of effectiveness, and at any subsequent time pursuant to the Securities Act or the Prospectus Exchange Act, and the Prospectus, or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Prospectus or in Prospectus), any Permitted Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereofProspectus, or any roadshow as defined in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Rule 433(h) under the securities laws thereof or filed with the CommissionSecurities Act (a “road show”), or (y) the an omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading; provided, however, that this indemnity agreement shall not apply to , (ii) any inaccuracy in the extent that such loss, claim, liability, expense or damage arises from the sale representations and warranties of the Placement Shares pursuant Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Agent is a target of or party to this Agreement and is caused directly such investigation or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to proceeding); (iv) any failure of the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.perform its respective obligations hereunder or under law;

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the and its managers, directors, officers, partners, members, employees and agents of Agent and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with the Agent (a an “Agent Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus Prospectus, or any amendment or supplement amendments thereto (including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B, if applicable) or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements in it therein not misleadingmisleading or any breach of any representation or warranty of the Company or the Manager contained herein; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon on and in conformity with written information relating to Agent and furnished in writing to the Company by or on behalf of the Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)the Registration Statement or Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentSVB Leerink, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls Agent SVB Leerink within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) SVB Leerink, from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentSVB Leerink, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Ordinary Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it (solely with respect to the Prospectus, in light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c)9) of, of any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of Agent agents, and each person, if any, who (i) controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) the Agent, in each case from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, including any and all reasonable investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with this Section 9(c10)) of, of any action, suit suit, investigation or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third partyparty (including any governmental or self-regulatory authority, or otherwise, or any claim assertedasserted or threatened), as and when incurred, to which the Agent, or any such person, other person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement or the Prospectus Prospectus) or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it therein or necessary to make the statements therein (solely with respect to the Prospectus, in it light of the circumstances under which they were made) not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties or agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused caused, directly or indirectly indirectly, by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), other than any Proceeding initiated by the Executive or the Company agrees related to indemnify any contest or dispute between the Executive and hold harmless Agentthe Company or any of its affiliates with respect to this Agreement or the Executive's engagement hereunder, by reason of the fact that the Executive is or was an agent of the Company or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the directors, officers, partners, employees Executive shall be indemnified and agents of Agent and each person, if any, who (i) controls Agent within held harmless by the meaning of Section 15 Company to the fullest extent applicable to any other officer or director of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Company from and against any and all lossesliabilities, costs, claims, liabilitiesand expenses, expenses including all costs and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection withdefense of any Proceeding (including attorneys' fees), and any and all amounts paid except to the extent that such Proceeding result from, in settlement (whole or in accordance with Section 9(c)) ofpart, any actionthe gross negligence, suit or proceeding between any willful misconduct of the indemnified parties Executive. Costs and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Agent, or any expenses incurred by the Executive in defense of such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on Proceeding (xincluding attorneys' fees) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved shall be paid by the Company in accordance with Section 7(wadvance of the final disposition of such litigation upon receipt by the Company of: (i) hereofa written request for payment; (ii) appropriate documentation evidencing the incurrence, or in any application or other document executed amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement. During the Employment Term and for a period of six (6) years thereafter, the Company or based any successor to the Company shall purchase and maintain, at its own expense, directors' and officers' liability insurance providing coverage to the Executive on written information furnished by or on behalf terms that are no less favorable than the coverage provided to its directors and similarly situated executives of the Company filed in or any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havesuccessor.

Company Indemnification. The Company agrees and the Manager, jointly and severally, agree to indemnify and hold harmless AgentJMP, the directors, officers, partners, employees and agents of Agent JMP and each person, if any, who (i) controls Agent JMP within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent JMP (a “Agent JMP Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentJMP, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Issuer Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent JMP and furnished to the Company by Agent JMP expressly for inclusion in any document as described in clause (x) of this Section 9(a) (with that information, as of the date hereof, being limited to information described in Schedule 4 hereto). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c‎9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to the Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to Empower shall indemnify and hold harmless Agentharmless, to the directorsfullest extent permitted by law, officerseach seller of Registrable Securities, partners, employees and agents of Agent any underwriter for such registration and each personperson or entity, if any, who (i) controls Agent controlling such seller or underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) from and against any and all losses, claims, liabilitiesdamages, liabilities and expenses (including reasonable costs of investigation and damages (includinglegal expenses) to which such seller, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit underwriter or proceeding between any of the indemnified parties and any indemnifying parties controlling person or between any indemnified party and any third party, or otherwise, or any claim asserted)entity, as and when incurred, to which Agent, or any such personthe case may be, may become subject under the Securities 1933 Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilitiesdamages, liabilities or expenses (or damages actions in respect thereof) arise out of or are based, directly or indirectly, on based upon any of the following: (xa) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus any registration statement, any prospectus or any amendment amendments or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities laws thereof or filed with the Commission, or supplements thereto; (yb) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements therein, in it light of the circumstances under which they were made, not misleading; or (c) any violation or alleged violation by Empower, in connection with such registration, of the 1933 Act, the Exchange Act, any state securities law or any role or regulation promulgated under the 1933 Act, the Exchange Act or any state securities law; provided, however, that this indemnity agreement Empower shall not apply to the extent that be liable in any such case for any such loss, claim, liabilitydamage, expense liability or damage action to the extent that it arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly or indirectly by an untrue statement or omission or alleged based upon any untrue statement or omission made in reliance upon and in conformity with written information relating to Agent and furnished to the Company for use in connection with such registration by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havesuch seller, underwriter or controlling person or entity.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company in connection with this Agreement or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission omission, or alleged untrue statement or omission omission, made in reliance upon and in conformity with written information relating to Agent and furnished to the Company by Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)solely Agent’s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have.“Agent’s Information” means,

Company Indemnification. The Company agrees to indemnify and hold harmless AgentCowen, the directors, officers, partners, employees and agents of Agent Cowen and each person, if any, who (i) controls Agent Cowen within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Cowen from and against any and all losses, claims, liabilities, reasonable and documented expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentCowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement or any Terms Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written solely Agent’s Information. As used herein, “Agent’s Information” means, solely, the following information relating to Agent in the Prospectus: the third sentence of the ninth paragraph and furnished to the Company by Agent expressly for inclusion eleventh paragraph under the caption “Plan of Distribution” in any document as described in clause (x) of this Section 9(a)the Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless AgentXxxxx, the directors, officers, partners, employees and agents of Agent Xxxxx and each person, if any, who (i) controls Agent Xxxxx within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with Agent (a “Agent Affiliate”) Xxxxx from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which AgentXxxxx, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, based on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any Free Writing Prospectus approved by the Company in accordance with Section 7(w) hereof, or in any application or other document executed by or on behalf of the Company or free writing prospectus based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares Common Stock under the securities laws thereof or filed with the Commission, Commission or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it it, in light of the circumstances under which they were made (other than with respect to the Registration Statement), not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to Agent Xxxxx and furnished to the Company by Agent Xxxxx expressly for inclusion in the Registration Statement or the Prospectus or any document as described in clause (x) of this Section 9(a)free writing prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.