Common use of Company Indemnification Clause in Contracts

Company Indemnification. The Company agrees to indemnify and hold harmless HCW, the directors, officers, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. 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 HCWMLV, the directors, officers, partners, employees and agents of HCW MLV and each person, if any, who (i) controls HCW MLV 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 HCW MLV (a “HCW MLV 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 HCWMLV, 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 free writing prospectus Issuer 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 Stock Shares under the securities laws thereof or filed with the Commission, (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 itit not misleading or (iii) any breach by any of the indemnifying parties of any of their respective representations, not misleadingwarranties 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinMLV. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees will indemnify each holder (if Registrable Securities held by such holder are included in the securities as to indemnify which such registration is being effected), each of its officers and hold harmless HCW, the directors, officers, directors and partners, employees and agents of HCW and each person, if any, who (i) controls HCW person controlling such holder 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 HCW (a “HCW Affiliate”) from and respect to which registration has been effected pursuant to this Agreement, against any and all lossesexpenses, claims, liabilitieslosses, expenses and damages or liabilities (includingor actions in respect thereof), 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 including any of the indemnified parties foregoing incurred in settlement of any litigation, commenced or between any indemnified party and any third partythreatened, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 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 or the Prospectus or in any free writing prospectus such registration, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, 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 therein, in itlight of the circumstances in which they were made, not misleading; provided, howeveror any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and the Company will reimburse each such holder, each of its officers and directors, and each person controlling such holder, for any legal and any other expenses reasonably incurred, as such expenses are 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 made in reliance upon and in conformity with written information relating to HCW and furnished to the Company in writing by HCW expressly an instrument duly executed by such holder or controlling person, and stated to be specifically for use therein. This ; provided, further, that the indemnity agreement will be contained in addition this subsection 6(d)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability that or action if such settlement is effected without the consent of the Company might otherwise have(which consent shall not be unreasonably withheld).

Company Indemnification. The Company agrees to will indemnify and hold harmless HCW, the directors, officers, partners, employees and agents of HCW Canaccord and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) from and Canaccord 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCW, Canaccord or any such person, controlling person 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 Statement, the Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Prospectus Securities Act, or any amendment or supplement to the Registration Statement or Statement, the Prospectus or the Disclosure Package, or in any free writing prospectus 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 Stock Placement Shares under the securities laws thereof or filed with the Commission, (y) or arise out of or are based upon the omission or alleged omission to state in the Registration Statement, the Prospectus, the Disclosure Package, or any such Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement to the Registration Statement, the Prospectus, or the Disclosure Package 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 a material fact required to be stated in it or necessary to make the statements in it, it not misleading, and will reimburse Canaccord for any reasonable and documented legal expenses of counsel for Canaccord and one set of local counsel in each applicable jurisdiction for Canaccord, and for other expenses reasonably incurred by Canaccord 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 Prospectus or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in conformity with written information relating to HCW and furnished to the Company in writing by HCW and through Canaccord expressly for use therein. 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 HCWthe Agent, the its affiliates, directors, officersofficers and employees, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCW, 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 to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the CommissionSecurities Act (a “road show”), (y) the or 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 information relating to HCW and furnished to proceeding); (iv) any failure of the Company in writing by HCW expressly for use therein. 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 HCW, the directors, officers, partners, employees and agents of HCW Canaccord and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) from and Canaccord 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCW, Canaccord or any such person, controlling person 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 Statement, the Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Prospectus Securities Act, or any amendment or supplement to the Registration Statement or Statement, the Prospectus or the Disclosure Package, or in any free writing prospectus 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 Stock Placement Shares under the securities laws thereof or filed with the Commission, (y) or arise out of or are based upon the omission or alleged omission to state in the Registration Statement, the Prospectus, the Disclosure Package, or any such Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement to the Registration Statement, the Prospectus, or the Disclosure Package 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 a material fact required to be stated in it or necessary to make the statements in it, it not misleading, and will reimburse Canaccord for any reasonable legal expenses of counsel for Canaccord and one set of local counsel in each applicable jurisdiction for Canaccord, and for other expenses reasonably incurred by Canaccord 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 Prospectus or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in conformity with written information relating to HCW and furnished to the Company in writing by HCW and through Canaccord expressly for use therein. 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 HCWthe Agent, the and its respective directors, officers, partners, employees and agents of HCW and each person, if any, who (i) controls HCW such 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 HCW such Agent (a an “HCW 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 HCWthe 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 any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement to the Registration Statement thereto) or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document therefrom of 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 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 information relating to HCW and furnished in writing to the Company in writing by HCW or on behalf of the Agent expressly for use thereininclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only 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”). 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 HCWharmless, to the extent permitted by applicable Law, the Stockholder, its Affiliates and each of its and their respective directors, officers, partners, employees members, employees, advisors, representatives and agents of HCW and each personPerson, if any, who controls the Stockholder (i) controls HCW 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 HCW (a “HCW Affiliate”) from and against any and all losses, claims, liabilitiesdamages, liabilities and expenses whatsoever (including reasonable, documented expenses of investigation and damages (includingreasonable, but not limited todocumented attorneys’ fees and expenses) caused by, 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 based, directly or indirectly, on (x) relating to any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, prospectus or the Prospectus preliminary prospectus or any amendment thereof or supplement to thereto (including a Takedown Prospectus Supplement)covering the Registration Statement or the Prospectus or in resale of any free writing prospectus or based on written information furnished Registrable Securities by or on behalf of the Company filed in Stockholder or any jurisdiction in order to qualify the Common Stock under the securities laws thereof Issuer Free Writing Prospectus or filed with the Commission, (y) the any omission or alleged omission to state in any such document of 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 the extent that such loss, claim, liability, expense misleading or damage arises from the sale any violation of the Placement Shares pursuant Securities Act or state securities laws or rules thereunder by the Company relating to this Agreement and is caused directly any action or indirectly inaction by an the Company in connection with such registration, except insofar as such untrue statement or omission is based on information contained in any affidavit or alleged untrue statement or omission made in reliance upon and in conformity with information relating to HCW and furnished to the Company in writing by HCW expressly the Stockholder for use thereinin connection with such Registration Statement, which shall be limited to the Stockholder’s name, address and number of shares of Registrable Securities owned by the Stockholder. This indemnity agreement will shall be in addition to any liability that the Company might may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholder or any indemnified party and shall survive the transfer of such securities by the Stockholder.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWthe Agent, its Affiliates (as such term is defined in Rule 501(b) under the Securities Act) and the directors, officers, partners, employees and agents of HCW the Agent and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) Act 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 suit, proceeding or proceeding any claim asserted 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 HCWthe 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 supplement to the Prospectus or in any free writing prospectus prospectus, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 not misleading, with respect to the Prospectus, in the light of the circumstances under which such statements were made; 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 HCW the Agent and furnished to the Company in writing by HCW or on behalf of the Agent expressly for use thereininclusion in any document as described in clause (x) of this Section 10(a). This indemnity agreement will For purposes of this Agreement, the only information so furnished shall be in addition to any liability that the Company might otherwise haveAgent’s name (the “Agent Information”).

Company Indemnification. The Company NewCo agrees to indemnify and hold harmless HCWharmless, to the extent permitted by law, the Purchaser, its Affiliates and each of its and their respective directors, officers, partners, employees members and agents of HCW and directors and each personPerson, if any, who controls the Purchaser (i) controls HCW 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 HCW (a “HCW Affiliate”) from and against (a) any and all losses, claims, liabilitiesdamages, liabilities and expenses whatsoever (including reasonable expenses of investigation and damages (includingreasonable attorneys’ fees and expenses) caused by, 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 based, directly or indirectly, on (x) relating to any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, prospectus or the Prospectus preliminary prospectus or any amendment thereof or supplement to thereto covering the Registration Statement or the Prospectus or in resale of any free writing prospectus or based on written information furnished Registrable Securities by or on behalf of the Company filed in Purchaser or any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document of a material fact required to be stated in it therein or necessary to make the statements in ittherein and (b) any and all losses, not misleading; providedclaims, howeverdamages, that this indemnity agreement shall not apply liabilities and expenses whatsoever (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) 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 aggregate amount paid in settlement of any litigation, or indirectly investigation or proceeding by an any Governmental Authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission omission, or any such alleged untrue statement or omission made omission, if such settlement is effected with the written consent of NewCo (which will not be unreasonably withheld), in reliance each case, except insofar as the same are caused by or based upon and in conformity with any information relating to HCW and furnished to the Company in writing to NewCo by HCW the Purchaser expressly for use therein. This indemnity agreement In connection with an underwritten offering, NewCo will be in addition indemnify any underwriters of the Registrable Securities, their directors and officers and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to any liability that the Company might otherwise havesame extent as provided above with respect to the indemnification of the Purchaser.

Company Indemnification. The Company agrees will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to indemnify which such registration is being effected), each of its officers and hold harmless HCW, the directors, officers, partners, employees and agents of HCW members and each person, if any, who (i) controls HCW person controlling such 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 HCW (a “HCW Affiliate”) from and against any and all lossesexpenses, claims, liabilitieslosses, expenses and damages or liabilities (includingor actions in respect thereof), 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 including any of the indemnified parties foregoing incurred in settlement of any litigation, commenced or between any indemnified party and any third partythreatened, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 based, directly or indirectly, based on (xA) any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement Statement, prospectus, offering circular or the Prospectus other document, or any amendment or supplement thereto, incident to the any such Registration Statement or the Prospectus or in any free writing prospectus Statement, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, 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 therein, in itlight of the circumstances in which they were made, not misleading; provided, howeveror (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are 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 (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to HCW and furnished to the Company in writing by HCW expressly an instrument duly executed by such Purchaser or controlling person, and stated to be specifically for use therein. This , (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement will be contained in addition this Section 8.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability that or action if such settlement is effected without the consent of the Company might otherwise have(which consent shall not be unreasonably withheld).

Company Indemnification. The Company agrees will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to indemnify which such registration is being effected), each of its officers and hold harmless HCW, the directors, officers, partners, employees and agents of HCW members and each person, if any, who (i) controls HCW person controlling such 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 HCW (a “HCW Affiliate”) from and against any and all lossesexpenses, claims, liabilitieslosses, expenses and damages or liabilities (includingor actions in respect thereof), 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 including any of the indemnified parties foregoing incurred in settlement of any litigation, commenced or between any indemnified party and any third partythreatened, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 based, directly or indirectly, based on (xA) any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement Statement, prospectus, offering circular or the Prospectus other document, or any amendment or supplement thereto, incident to the any such Registration Statement or the Prospectus or in any free writing prospectus Statement, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, 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 therein, in itlight of the circumstances in which they were made, not misleading; provided, howeveror (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and in each case, the Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are 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 (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to HCW and furnished to the Company in writing by HCW expressly an instrument duly executed by such Purchaser or controlling person, and stated to be specifically for use therein. This , (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement; provided, further, that the indemnity agreement will be contained in addition this Section 10.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability that or action if such settlement is effected without the consent of the Company might otherwise have(which consent shall not be unreasonably withheld).

Company Indemnification. The Company agrees to indemnify and hold harmless HCWBRFBR, the directors, officers, partners, employees and agents of HCW BRFBR and each person, if any, who (i) controls HCW BRFBR 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 HCW (a “HCW Affiliate”) BRFBR 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 HCWBRFBR, 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 Prospectus, or in any 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 Common Stock under the securities laws thereof or filed with the CommissionIssuer Free Writing Prospectus, (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 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 HCW and furnished to the Company in writing by HCW BRFBR expressly for use therein. 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 HCW, the directors, officers, partners, employees and agents of HCW Canaccord and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) from and Canaccord 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCW, Canaccord or any such person, controlling person 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 Statement, the Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Prospectus Securities Act, or any amendment or supplement to the Registration Statement or Statement, the Prospectus or the Disclosure Package, or in any free writing prospectus 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 Stock Placement Shares under the securities laws thereof or filed with the Commission, (y) or arise out of or are based upon the omission or alleged omission to state in the Registration Statement, the Prospectus, the Disclosure Package, or any such Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement to the Registration Statement, the Prospectus, or the Disclosure Package 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 a material fact required to be stated in it or necessary to make the statements in it, it not misleading, and will reimburse Canaccord for any actual, reasonable and documented legal expenses of counsel for Canaccord and one set of local counsel in each applicable jurisdiction for Canaccord, and for other actual, reasonable and documented expenses incurred by Canaccord 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 Prospectus or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in conformity with written information relating to HCW and furnished to the Company in writing by HCW and through Canaccord expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Except as otherwise provided in Section 2.4, the Company agrees to indemnify and will hold harmless HCWand indemnify the Indemnitee to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, interpreted or replaced. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) If, by reason of the Indemnitee’s Corporate Status, the directorsIndemnitee was, officersis or becomes a party to, partnersor was, employees and agents of HCW and each personis or is threatened to be made a party to, if anyor was or is otherwise involved in, who (i) controls HCW within any Proceeding other than Proceedings by or in the meaning of Section 15 right of the Securities Act or Section 20 of Company, the Exchange Act, or (ii) is controlled by or is under common control with HCW (a “HCW Affiliate”) from and Indemnitee shall be indemnified against any and all lossesExpenses and Losses incurred by the Indemnitee, claimsor on the Indemnitee’s behalf, liabilitiesin connection with such Proceeding or any claim, expenses issue or matter therein, if the Indemnitee acted in good faith and damages in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. (includingb) If, but not limited by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is or becomes a party to, or was, is or is threatened to be made a party to, or was or is otherwise involved in, any and Proceeding by or in the right of the Company, the Indemnitee shall be indemnified against all reasonable investigativeExpenses incurred by the Indemnitee, legal and other expenses incurred or on the Indemnitee’s behalf, in connection with, with such Proceeding if the Indemnitee acted in good faith and any and all amounts paid in settlement (a manner the Indemnitee reasonably believed to be in accordance with Section 9(c)) of, any action, suit or proceeding between any not opposed to the best interests of the indemnified parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 misleadingCompany; provided, however, that this indemnity agreement no indemnification against such Expenses shall not apply be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware or the court in which such lossProceeding was brought shall determine that such indemnification may be made. (c) Notwithstanding any other provision of this Agreement, other than Section 2.4, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding or any part thereof, the Company will indemnify the Indemnitee against all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection therewith to the fullest extent permitted by applicable law. If the Indemnitee is not wholly successful in such Proceeding, but is successful on the merits or otherwise as to one or more, but fewer than all claims, issues or matters in such Proceeding, the Company will indemnify and hold harmless the Indemnitee against all Expenses incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with each successfully resolved claim, issue or matter on which the Indemnitee was successful. For purposes of this Section 2.1(c), the termination of any Proceeding, or any claim, issue or matter in such Proceeding by dismissal with or without prejudice will be deemed to be a successful result as to such Proceeding, claim, liability, expense issue 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise havematter.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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(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 HCWXxxxx, 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 or based on written information furnished by or on behalf of the Company in connection with this Agreement filed in any jurisdiction in order to qualify the 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 itthe 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 HCW and furnished to the Company in writing by HCW Xxxxx expressly for use thereininclusion in any document as described in clause (x) of this Section 10(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 HCWCowen, the directors, officers, partners, employees and agents of HCW Cowen and each person, if any, who (i) controls HCW 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 HCW Cowen (a “HCW Cowen 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 HCWCowen, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 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 HCW Cowen and furnished to the Company in writing by HCW Cowen expressly for use thereininclusion 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 HCWthe Agent, the directors, officers, partners, employees and agents of HCW the Agent and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) the Agent 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 HCWthe 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 Prospectus, or in any 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 Common Stock under the securities laws thereof or filed with the CommissionIssuer Free Writing Prospectus, (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 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 HCW and furnished to the Company in writing by HCW the Agent expressly for use therein. 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 HCW, the directors, officers, partners, employees and agents of HCW Canaccord and each person, if any, who (i) controls HCW Canaccord within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on based upon (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement to the Registration Statement thereto) or the Prospectus Disclosure Package or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (yii) the omission or alleged omission to state in any such document therein a material fact fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated in it therein or necessary to make the statements therein not misleading and (b) in itthe case of the Prospectus or any supplement thereto or the Disclosure Package necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord 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 losslosses, claimclaims, liability, expense damages or damage arises from the sale liabilities arise out of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by are based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement omission was made in the Registration Statement (or omission made any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information relating to HCW and furnished to the Company by and through Canaccord as set forth in writing by HCW Section 10(b) below expressly for use therein. 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 HCWCowen, the directors, officers, partners, employees and agents of HCW Cowen and each person, if any, who (i) controls HCW 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 HCW Cowen (a “HCW Cowen 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCWCowen, 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 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 Stock under the securities laws thereof or filed with the Commission, (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 itit not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, not misleadingwarranties 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 HCW Cowen and furnished to the Company in writing by HCW Cowen expressly for use thereininclusion in any document 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 Subject to indemnify the limitations set forth below the Company, at its own expense, shall indemnify, defend (or at the Company's option and expense, settle) and hold harmless HCWVisa, any Visa Affiliates, Yahoo, any Yahoo Affiliates and their officers, directors, employees, agents, distributors and licensees (collectively, the directors, officers, partners, employees and agents of HCW and each person, if any, who (i"indemnified parties") controls HCW 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 HCW (a “HCW Affiliate”) harmless from and against any Claim against the indemnified party to the extent the basis of such Claim is that: (A) the Company Properties infringe any Intellectual Property Right of a third party; (B) a third party has been or may be injured or damaged in any way by any material breach by the Company of any of its duties, representations or warranties under this Agreement; (C) any Company Properties are defamatory, libelous, slanderous, inaccurate or otherwise results in injury or damage to any person; and all losses(D) there is any other liability or obligation of the Company arising out of the Company's development and operation of the Service, claims, liabilities, expenses and damages (including, but which liability or obligation does not limited to, result from 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 intentional misconduct or proceeding between any gross negligence of the indemnified party or its Affiliates; provided that the Company shall have no obligation to the indemnified parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, pursuant to which HCW, 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 this Section unless (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or indemnified party gives the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or based on Company prompt written information furnished by or on behalf notice of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, Claim; (y) the omission Company is given the right to control and direct the investigation, preparation, defense and settlement of the Claim; and (z) the indemnified party provides the Company with reasonable assistance in the defense or alleged omission to state settlement thereof; and provided further that if any settlement results in any ongoing liability to, or prejudices or detrimentally impacts the indemnified party, and 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, claimobligation, liability, expense prejudice or damage arises from impact can reasonably be expected to be material, then such settlement shall require the sale indemnified party's written consent. In connection with the defense of the Placement Shares pursuant to this Agreement any such Claim, each indemnified party may have its own counsel in attendance at all public interactions and is caused directly or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon substantive negotiations at its own cost and in conformity with information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise haveexpense.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWthe Sales Agent, the directors, officers, members, partners, employees and agents of HCW the Sales Agent, each Sales Agent Affiliate, and the directors, officers, members, shareholders, partners, employees and agents of each personSales Agent Affiliate, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCWthe 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 thereto or the in any Issuer Free Writing Prospectus or in any free writing prospectus 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 Stock under the securities laws thereof or filed with the Commission, (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 itit not misleading or (z) any breach or alleged breach by any of the indemnifying parties of any of their respective representations, not misleadingwarranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that a court of competent jurisdiction has made a finding, not subject to appeal or modification, 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 HCW the Sales Agent and furnished to the Company in writing by HCW the Sales Agent expressly for use thereininclusion 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 HCWCowen, the directors, officers, partners, employees and agents of HCW Cowen and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCWCowen, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the 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 itthe 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 made in reliance upon and in conformity with information relating to HCW and furnished to solely the Company in writing by HCW expressly for use thereinAgent’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 HCWCF&Co, the directors, officers, partners, employees and agents of HCW CF&Co and each person, if any, who (i) controls HCW 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 HCW CF&Co (a “HCW "CF&Co 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 reasonably 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 HCWany CF&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 (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus, or any Issuer Free Writing Prospectus or any "issuer information" filed or required to be filed pursuant to Rule 433(d) under the Prospectus Securities Act, or any amendment or supplement to the Registration Statement or the Prospectus Prospectus, or in any free writing prospectus 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 Stock Shares under the securities laws thereof or filed with the Commission, (yii) the omission or alleged omission to state in the Registration Statement, the Prospectus, or any such Issuer Free Writing Prospectus or any "issuer information" filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement to the Registration Statement or the 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 a material fact required to be stated in it or necessary to make the statements in itit not misleading or (iii) any breach by the Company of any of its representations, not misleadingwarranties and agreements contained in this Agreement; provided, however, provided 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 information relating to HCW CF&Co and furnished in writing to the Company by CF&Co expressly stating that such information is intended for inclusion in writing by HCW expressly for use thereinany document described in clause (a)(i) above. 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 HCWLeerink Partners, its respective affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations), the directors, officers, partners, employees and agents of HCW Leerink Partners and each person, if any, who (i) controls HCW Leerink Partners 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 HCW (a “HCW Affiliate”) Leerink Partners 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 incurredwithin 30 days of the written receipt of the documented expenses by the indemnifying party, to which HCWLeerink Partners, 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 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 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 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 solely Agent’s Information. “Agent’s Information” means, solely, the following information relating to HCW and furnished to in the Company Prospectus: the tenth paragraph under the caption “Plan of Distribution” in writing by HCW expressly for use thereinthe 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 HCWharmless, to the extent permitted by law, the directorsPurchaser, its Affiliates and the BSL Affiliates, and its and each of their officers, partners, employees members, agents and agents of HCW directors and each person, if any, Person who controls the Purchaser (i) controls HCW 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 HCW (a “HCW Affiliate”) from and against (i) any and all losses, claims, liabilitiesdamages, liabilities and expenses whatsoever (including reasonable expenses of investigation and damages (includingreasonable attorneys’ fees and expenses) caused by, 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 based, directly or indirectly, on (x) relating to any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, prospectus or the Prospectus preliminary prospectus or any amendment thereof or supplement to thereto covering the Registration Statement or the Prospectus or in resale of any free writing prospectus or based on written information furnished Registrable Securities by or on behalf of the Company filed in holder of Registrable Securities or any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document of a material fact required to be stated in it therein or necessary to make the statements therein, and (ii) any and all losses, claims, damages, liabilities and expenses whatsoever (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) to the extent of the aggregate amount paid in itsettlement of any litigation, or investigation or proceeding by any governmental authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company (which will not misleadingbe unreasonably withheld); providedin each case, however, that this indemnity agreement shall not apply except insofar as the same are (i) caused by or based upon any information furnished in writing to the Company by the holder of Registrable Securities expressly for use therein or (ii) caused by such holder’s failure to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto (solely to the extent it was such holder’s responsibility to so deliver) after the Company has furnished such holder with a sufficient number of copies of the same and to the extent that such losscurrent copy would have cured such losses, claimclaims, liabilitydamages, expense liabilities or damage arises from expenses. In connection with an underwritten offering, the sale Company will indemnify any underwriters of the Placement Shares pursuant to this Agreement Registrable Securities, their officers and is caused directly directors and each Person who controls such underwriters (within the meaning of the Securities Act or indirectly by an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to HCW and furnished the Exchange Act) to the Company in writing by HCW expressly for use therein. This indemnity agreement will be in addition same extent as provided above with respect to any liability that the Company might otherwise haveindemnification of the holder of Registrable Securities.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW Xxxxx (a “HCW 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 HCWXxxxx, 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 prospectus, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinAgent’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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW Xxxxx (a “HCW 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 HCWXxxxx, 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 prospectus, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 circumstance 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 arises out of or is caused directly or indirectly by based upon an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinAgent’s Information. This indemnity agreement will be provision is not exclusive and is in addition to any other liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWBuyer, the directors, and its officers, partnersdirectors and agents, employees and agents of HCW and each person, if any, who (i) controls HCW Buyer 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 HCW (a “HCW Affiliate”) Act from and against any and all losses, claims, liabilitiesdamages and liabilities caused by (a) any violation or alleged violation by the Company of the Securities Act, expenses and damages (including, but not limited toExchange Act, 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 or between any indemnified party and any third party, or otherwise, state securities laws or any claim asserted), as and when incurred, to which HCW, rule or any such person, may become subject regulation promulgated under the Securities Act, the Exchange Act or other federal or any state statutory law or regulationsecurities laws, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (xb) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement (as amended or supplemented if the Prospectus Company shall have furnished any amendments or supplements thereto) or any amendment preliminary prospectus, or supplement to the Registration Statement or the Prospectus or in (c) caused by any 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 Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission in the Registration Statement to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements therein not misleading 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 light of the Placement Shares pursuant to this Agreement and is circumstances under which they were made, except insofar as such losses, claims, damages or liabilities are caused directly or indirectly by an any such untrue statement or omission or alleged untrue statement or omission made based upon information furnished in reliance upon and in conformity with information relating to HCW and furnished writing to the Company in writing by HCW Buyer or on Buyer’s behalf expressly for use therein. This indemnity agreement will be in addition to any liability ; provided, however, that the Company might otherwise haveshall have no indemnification obligation in connection with any sale by Buyer of Registrable Shares pursuant to the Registration Statement in breach of Section 6.3.6 or if Buyer fails to deliver the then current prospectus in connection with such sale or delivers a prospectus that had been amended, supplemented or superseded.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWharmless, to the extent permitted by law, the Purchaser, its Affiliates and each of its and their respective directors, officers, partners, employees members and agents of HCW and directors and each personPerson, if any, who controls the Purchaser (i) controls HCW 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 HCW (a “HCW Affiliate”) from and against (i) any and all losses, claims, liabilitiesdamages, liabilities and expenses whatsoever (including reasonable expenses of investigation and damages (includingreasonable attorneys’ fees and expenses) caused by, 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 based, directly or indirectly, on (x) relating to any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, prospectus or the Prospectus preliminary prospectus or any amendment thereof or supplement to thereto covering the Registration Statement or the Prospectus or in resale of any free writing prospectus or based on written information furnished Registrable Securities by or on behalf of the Company filed in Purchaser or any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document of a material fact required to be stated in it therein or necessary to make the statements in ittherein and (ii) any and all losses, not misleading; providedclaims, howeverdamages, that this indemnity agreement shall not apply liabilities and expenses whatsoever (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) 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 aggregate amount paid in settlement of any litigation, or indirectly investigation or proceeding by an any Governmental Authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission omission, or any such alleged untrue statement or omission made omission, if such settlement is effected with the written consent of the Company (which will not be unreasonably withheld); in reliance each case, except insofar as the same are caused by or based upon and any information furnished in conformity with information relating to HCW and furnished writing to the Company in writing by HCW the Purchaser expressly for use therein. This indemnity agreement will be in addition to any liability that In connection with an underwritten offering, the Company might otherwise havewill indemnify any underwriters of the Registrable Securities, their directors and officers and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the Purchaser.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWeach of the Agents, the directors, officers, shareholders, partners, members employees and agents of HCW the Agents and each person, if any, who (i) controls HCW 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 HCW the Agents or (a “HCW Affiliate”iii) who controls the Agents or any of their affiliates within the meaning of Canadian Securities Laws (the "Indemnified Parties" and each an "Indemnified Party") from and against any and all losses, claims, liabilities, reasonable 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(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 HCWsuch 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, reasonable expenses or damages arise out of or are based, directly or indirectly, on (x1) 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 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 Stock Shares under the securities laws thereof or filed with the Commission, (y2) 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 not misleading, (3) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement, (4) the Company not complying with any requirement of applicable Canadian Securities Laws or U.S. Securities Laws, or (5) any order made or any inquiry, investigation (whether formal or informal) or proceeding commenced or threatened by any securities, regulatory or other competent authority based upon the circumstances described in (1)-(4) above which operates to prevent or restrict the trading in or the distribution of the Placement Shares or any of them in any of the provinces and territories of Canada or the U.S. in connection with the transactions contemplated herein; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, reasonable 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinAgent Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have; and provided further that if and to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable determines that the liability, claim, demand, loss, cost, damage or reasonable expense was the result of the gross negligence, willful misconduct or fraudulent misrepresentation of the Indemnified Party, or any material breach of this Agreement by the Indemnified Party, claiming indemnity, such Indemnified Party will promptly reimburse the Company any funds advanced to the Indemnified Party in respect of such liability, claim, demand, loss, cost, damage or reasonable expense and the indemnity provided for in this Section 9 shall cease to apply to such Indemnified Party in respect of such liability, claim, demand, loss, cost, damage or reasonable expense. For greater certainty, the Company and the Agents agree that they do not intend that any failure by the Agents to conduct such reasonable investigation as necessary to provide the Agents with reasonable grounds for believing the Prospectuses contained no misrepresentation shall constitute "gross negligence", "willful misconduct" or "fraudulent misrepresentation" for the purposes of this Section 9 or otherwise disentitle the Agents from indemnification hereunder.

Company Indemnification. The Company agrees to will indemnify and hold harmless HCW, the directors, officers, partners, employees and agents of HCW each Agent and each person, if any, who (i) controls HCW any of the Agents within the meaning of the Act or the Exchange Act against any losses, claims, damages or liabilities, to which any Agent or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on based upon (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement to the Registration Statement thereto) or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the CommissionDisclosure Package or, (yii) the omission or alleged omission to state in any such document therein a material fact fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated in it therein or necessary to make the statements therein not misleading and (b) in itthe case of the Prospectus or any supplement thereto or the Disclosure Package, necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse the Agents for any reasonable legal expenses of counsel for the Agents, and for other documented expenses reasonably incurred by any 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 losslosses, claimclaims, liability, expense damages or damage arises from the sale liabilities arise out of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by are based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package in reliance upon and in conformity with written information relating to HCW and furnished to the Company by and through the Agents as set forth in writing by HCW Section 10(b) below expressly for use therein. 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 HCWCF&Co, the directors, officers, partners, employees and agents of HCW CF&Co and each person, if any, who (i) controls HCW 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 HCW CF&Co (a “HCW CF&Co 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(c9(a)) 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 HCWCF&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 (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 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 Common Stock under the securities laws thereof or filed with the Commission, (yii) 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, in itlight of the circumstances under which they were made in the case of the Prospectus, 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 on and in conformity with information relating to HCW CF&Co and furnished in writing to the Company in writing by HCW CF&Co expressly for use thereininclusion in any document described in clause (a)(i) above. 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 HCWCF&Co, the directors, officers, partners, employees and agents of HCW CF&Co and each person, if any, who (i) controls HCW 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 HCW CF&Co (a “HCW CF&Co 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 HCWCF&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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 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 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 information relating to HCW and furnished in writing to the Company in writing by HCW or on behalf of CF&Co expressly for use thereininclusion in 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 and the Manager, jointly and severally, agree to indemnify and hold harmless HCWCF&Co, the directors, officers, partners, employees and agents of HCW CF&Co and each person, if any, who (i) controls HCW 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 HCW CF&Co (a “HCW CF&Co 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 suit, proceeding or proceeding any claim asserted 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 HCWCF&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 supplement to the Prospectus or in any free writing prospectus prospectus, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 not misleading, with respect to the Prospectus, in the light of the circumstances under which such statements were made; 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 HCW CF&Co and furnished to the Company in writing by HCW or on behalf of CF&Co expressly for use therein. This indemnity agreement will be inclusion in addition to any liability that the Company might otherwise havedocument as described in clause (x) of this Section 10(a).

Company Indemnification. The Company agrees to will indemnify and hold harmless HCW, the directors, officers, partners, employees and agents of HCW Canaccord and each person, if any, who (i) controls HCW Canaccord within the meaning of the Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on based upon (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement to the Registration Statement thereto) or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the CommissionDisclosure Package or, (yii) the omission or alleged omission to state in any such document therein a material fact fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated in it therein or necessary to make the statements therein not misleading and (b) in itthe case of the Prospectus or any supplement thereto or the Disclosure Package, necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord 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 losslosses, claimclaims, liability, expense damages or damage arises from the sale liabilities arise out of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by are based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement omission was made in the Registration Statement (or omission made any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in reliance upon and in conformity with written information relating to HCW and furnished to the Company by and through Canaccord as set forth in writing by HCW Section 10(b) below expressly for use therein. 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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW Xxxxx (a “HCW 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 HCWXxxxx, 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 based, directly or based indirectly, on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the 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 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 the Agent’s Information. For the purposes hereof, “Agent’s Information” means, solely the following information relating to HCW and furnished to in the Company Prospectus: the fifth paragraph under the caption “Plan of Distribution” in writing by HCW expressly for use thereinthe 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 HCWCowen, the directors, officers, partners, employees and agents of HCW Cowen and each person, if any, who (i) controls HCW 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 HCW Cowen (a “HCW Cowen 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCWCowen, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinAgent’s Information (as defined below). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company agrees to will indemnify and hold harmless HCWeach Selling Holder, the directors, officers, partners, employees its directors and agents of HCW officers and each personother Person, if any, who (i) controls HCW such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or Act (ii) is controlled by or is under common control with HCW (each such Person being a “HCW AffiliateCovered Person”) from and against any and all losses, claims, liabilitiesdamages, liabilities and expenses (including reasonable attorney’s fees 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 or between any indemnified party and any third party, or otherwise, or any claim assertedexpenses), as and when incurredjoint or several, to which HCW, or any such person, Covered Person may become subject under the Securities Act, the Exchange Act or other federal or Act, state statutory law or regulation, at common law securities laws or otherwise, insofar as such losses, claims, liabilitiesdamages, liabilities (or actions in respect thereof) or expenses or damages arise out of or are based, directly or indirectly, on based upon (xa) any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement or the Prospectus Statement, or any amendment or supplement to the such Registration Statement or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (yb) 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 misleading; and the Company will advance to such Covered Person as incurred any legal or any other expenses reasonably incurred by such Covered Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall the Company will not apply be liable to any Covered Person in any such case (x) to the extent that any such loss, claim, liabilitydamage, liability or expense arises 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 such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information relating to HCW and furnished to the Company Company, in writing writing, by HCW expressly or on behalf of such Covered Person specifically for use therein. This indemnity agreement will be in addition the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any such loss, claim, damage, liability that or expense in any case in which such delivery is required by the Company might otherwise haveSecurities Act.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWFBR, the directors, officers, partners, employees and agents of HCW FBR and each person, if any, who (i) controls HCW FBR 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 HCW FBR (a “HCW FBR 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 HCWFBR, 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 Prospectus, or in any 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 Common Stock under the securities laws thereof or filed with the CommissionIssuer Free Writing Prospectus, (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 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 HCW and furnished to the Company in writing by HCW FBR expressly for use therein. 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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW Cowen (a “HCW "Cowen 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 HCWCowen, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 in itlight of (other than the case of the Registration Statement) 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, not misleadingwarranties 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 omission, made in reliance upon and in conformity with written information relating to HCW Cowen and furnished to the Company in writing by HCW Cowen expressly for use thereininclusion 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 HCWthe Agent, the and its directors, officers, partners, employees and agents of HCW and each person, if any, who (i) controls HCW such 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 HCW such Agent (a an “HCW 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 HCWthe 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 any amendment thereto), including the Rule 430B Information, or in the Prospectus (or any amendment or supplement to the Registration Statement thereto) or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document therefrom of 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 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 information relating to HCW and furnished in writing to the Company in writing by HCW or on behalf of the Agent expressly for use thereininclusion in the Registration Statement (or any amendment), including the Rule 430B Information, or the Prospectus (or any amendment or supplement thereof), it being understood and agreed that the only such information furnished by the Agent as aforesaid consists of the consists of the second and eleventh paragraphs of the Plan of Distribution section of the Prospectus Supplement (“Agent 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 HCWthe Sales Agent, the directors, officers, members, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) Sales Agent 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 HCWthe 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 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 Stock under the securities laws thereof or filed with the Commission, (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 itit not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, not misleadingwarranties 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 HCW the Sales Agent and furnished to the Company in writing by HCW the Sales Agent expressly for use thereininclusion 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 In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company agrees to will indemnify and hold harmless HCWeach Selling Holder, the directors, officers, partners, employees its directors and agents of HCW officers and each personother Person, if any, who (i) controls HCW such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or Act (ii) is controlled by or is under common control with HCW (each such Person 7 being a “HCW AffiliateCovered Person”) 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCW, or any such person, Covered Person may become subject under the Securities Act, the Exchange Act or other federal or Act, state statutory law or regulation, at common law securities laws or otherwise, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon (i) any violation of securities laws by the Company, directly or indirectly, on (xii) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement or the Prospectus (or any amendment or supplement to thereto) under which such Registrable Shares were registered under the Securities Act, as of the effective date of any such Registration Statement (or the Prospectus any amendment thereto), or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document therefrom of a material fact required to be stated in it therein or necessary in order to make the statements therein not misleading, as of the effective date of any such Registration Statement (or any amendment thereto), or (iii) solely during the period that the Company is required to keep a prospectus current in itaccordance with Section 3.2, any untrue statement or alleged untrue statement of any material fact contained in any preliminary or final prospectus (or any amendment or supplement thereto), at the time of sale of securities thereunder, that was filed in connection with a Registration Statement under which such Registrable Shares were registered under the Securities Act, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at the time of sale of securities thereunder; and the Company will reimburse such Covered Person for any legal or any other expenses reasonably incurred by such Covered Person, as they are incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall the Company will not apply be liable to any Covered Person 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 any untrue statement or indirectly by an alleged untrue statement or omission or alleged untrue statement or omission made in such Registration Statement or prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with information relating to HCW and furnished to the Company Company, in writing writing, by HCW expressly or on behalf of such Covered Person specifically for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise havepreparation thereof.

Company Indemnification. The Company agrees to indemnify and hold harmless HCW, the directors, officers, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCW, 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 or based on written information furnished by or on behalf of the Company in connection with this Agreement filed in any jurisdiction in order to qualify the 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 itthe 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 HCW and furnished to the Company in writing by HCW expressly for use thereininclusion in any document as described in clause (x) of this Section 10(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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW Xxxxx (a “HCW 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 HCWXxxxx, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the 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 itthe 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 made in reliance upon and in conformity with information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinAgent’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 HCWCF&Co, the directorsits affiliates, officers, partners, employees directors and agents of HCW officers and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) CF&Co, from and against any and all losses, claims, liabilities, expenses damages and damages liabilities (including, but not limited towithout limitation, any and all reasonable investigative, legal fees and other expenses reasonably incurred in connection withwith any suit, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit action or proceeding between any of the indemnified parties or between any indemnified party and any third party, or otherwise, or any claim asserted, as such fees are incurred), as and when incurredjoint or several, to which HCWthat arise out of, or any such personare based upon, 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 caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Registration Statement Securities Act or the Prospectus or in any 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 Common Stock Shares under the securities laws thereof thereof, or filed in any materials or information provided to investors by, or with the Commissionapproval of, (y) the Company in connection with the marketing of the offering of the Shares, or caused by any 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 itlight 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 (iii) any breach by any of the Placement Shares pursuant to indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement and is caused directly Agreement, in each case except insofar as such losses, claims, damages or indirectly by an liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to HCW and CF&Co furnished to the Company in writing by HCW CF&Co expressly for use therein. This indemnity agreement will be in addition to any liability , it being understood and agreed that the Company might otherwise haveonly such information furnished by CF&Co consists of the information described as such in subsection (b) below (the “Agent Content”).

Company Indemnification. The In the event of a registration of any of the Registrable Units pursuant to this Agreement, the Company agrees to will indemnify and hold harmless HCWeach Selling Holder, the directors, officers, partners, employees and agents each underwriter of HCW such Registrable Units thereunder and each other person, if any, who (i) controls HCW such seller or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act(each a "SELLER INDEMNIFIED PARTY"), or (ii) is controlled by or is under common control with HCW (a “HCW Affiliate”) from and against any and all lossesclaims, claimsdamages, liabilities, expenses losses, judgments, settlements and damages (includingexpenses, but not limited toincluding without limitation, any and all reasonable investigative, legal fees and other expenses disbursements of counsel actually incurred in connection with, and incident to the investigation or defense of any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit claim or proceeding between any of or threatened claim or proceeding, (collectively, the indemnified parties or between any indemnified party and any third party, or otherwise, or any claim asserted"DAMAGES"), as and when incurred, to which HCW, or any such person, Seller Indemnified Party 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 Damages arise out of or are based, directly or indirectly, on based upon (xi) any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement under which such Registrable Units were registered pursuant to this Agreement, any preliminary prospectus or the Prospectus final prospectus contained therein, or any amendment or supplement to the Registration Statement thereof, or the Prospectus arise out of or in any free writing prospectus or are based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 therein not misleading or (ii) any violations of applicable securities law relating to such registration (collectively, the "VIOLATIONS"). The indemnification obligations of the Company set forth in it, not misleading; provided, however, that this indemnity agreement Section 7.1 shall not apply to the extent that following: (a) amounts paid in settlement of any such loss, claim, liability, expense or damage arises from Damages if such settlement is effected without the sale written consent of the Placement Shares pursuant to this Agreement and is caused directly Company (which consent shall not be unreasonably withheld or indirectly by an untrue statement delayed); (b) Damages that arise out of or omission or alleged untrue statement or omission made are based upon a Violation that occurs in reliance upon and in conformity with information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. This indemnity agreement will be in addition connection with such registration by a Seller Indemnified Party; (c) Damages arising from the sale of Registrable Units to any liability Person by a Seller Indemnified Party that failed to send or give a copy of the prospectus (as then amended or supplemented if the Company might otherwise haveshall have furnished any amendments or supplements thereto) to that Person within the time required by the Securities Act, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such Damages; and (d) Damages that are finally judicially determined to result primarily from actions taken or omitted to be taken by a Seller Indemnified Party due to such party's willful misconduct or gross negligence.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWCowen, the directors, officers, partners, employees and agents of HCW Cowen and each person, if any, who (i) controls HCW 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 HCW Cowen (a “HCW Cowen 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 HCWCowen, 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 based, directly or based indirectly, on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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, 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 HCW Cowen and furnished to the Company in writing by HCW Cowen expressly for use thereininclusion in 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 HCWXx Xxxxx, the directors, officers, partners, employees and agents of HCW Xx Xxxxx and each person, if any, who (i) controls HCW 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 Preferred control with HCW Xx Xxxxx (a “HCW 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 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 HCWXx 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 Preferred 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 free writing prospectus Issuer 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 Stock Shares under the securities laws thereof or filed with the Commission, (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 itit not misleading or (iii) any breach by any of the indemnifying parties of any of their respective representations, not misleadingwarranties 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinXx 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 HCW, the directors, officers, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. 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 HCWJMP, the directors, officers, partners, employees and agents of HCW JMP and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) Act from and against any and all losses, claims, liabilities, expenses damages and damages (expenses, 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 Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, or any such person, indemnified party 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 Statement, the Prospectus, any Permitted Free Writing Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the Commission, thereto; (yii) the omission or alleged omission to state in any such document documents a material fact required to be stated in it or necessary to make the statements in it, it not misleading; or (iii) any breach by the Company 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 on and in conformity with information relating to HCW JMP and furnished in writing to the Company in writing by HCW JMP expressly for use thereininclusion in any document described in clause (a)(i). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The In the event of any registration of ----------------------- any of the Registrable Shares under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company agrees to shall indemnify and hold harmless HCWthe seller of such Registrable Shares, the directors, officers, partners, employees and agents each underwriter of HCW such Registrable Shares and each other person, if any, who (i) controls HCW such seller or underwriter 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 HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCWsuch seller, underwriter or any such person, controlling person may become subject under the Securities Act, the Exchange Act or other federal or Act, state statutory law or regulation, at common law securities laws 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) based upon any untrue statement or alleged untrue statement of a any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement or the Prospectus Statement, or any amendment or supplement to the such Registration Statement Statement, or the Prospectus arise out of or in any free writing prospectus or are based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) upon 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 (in itthe case of a prospectus, in light of the circumstances under which they were made) not misleading; and the Company shall reimburse such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement the Company shall not apply be liable to any such seller, underwriter or controlling 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 or indirectly by an untrue statement or omission or alleged based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information relating to HCW and furnished to the Company Company, in writing writing, by HCW expressly or on behalf of such seller, underwriter or controlling person specifically for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise havepreparation thereof.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWCowen, the directors, officers, partners, employees and agents of HCW Cowen and each person, if any, who (i) controls HCW 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 HCW Cowen (a “HCW Cowen ​ ​ 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 HCWCowen, 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 based, directly or based indirectly, on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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, 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 HCW Cowen and furnished to the Company in writing by HCW Cowen expressly for use thereininclusion in 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 HCWthe Agent, its Affiliates and the directors, officers, partners, employees and agents of HCW the Agent and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) Act 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)10(c) of this Agreement) of, any action, suit suit, proceeding or proceeding any claim asserted 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 HCWthe 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 supplement to the Prospectus or in any free writing prospectus prospectus, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 not misleading, with respect to the Prospectus, in the light of the circumstances under which such statements were made; 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 HCW the Agent and furnished to the Company in writing by HCW or on behalf of the Agent expressly for use thereininclusion in any document as described in clause (x) of this Section 10(a). This indemnity agreement will For purposes of this Agreement, the only information so furnished shall be in addition to any liability that the Company might otherwise haveAgent’s name (the “Agent Information”).

Company Indemnification. The Company agrees to will indemnify and hold harmless HCWthe Agents, each of the Agents’ respective directors, officers, partners, employees and agents of HCW and their respective affiliates and each person, if any, who controls an Agent (i) controls HCW within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Acteach, or (ii) is controlled by or is under common control with HCW (a “HCW AffiliateCompany Indemnified Party”) 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCW, or any such person, Company Indemnified Party 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 Statement, the Prospectus, the Disclosure Package, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Prospectus Securities Act, or any amendment or supplement to the Registration Statement or Statement, the Prospectus or the Disclosure Package, or in any free writing prospectus 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 Stock Placement Shares under the securities laws thereof or filed with the Commission, (y) or arise out of or are based upon the omission or alleged omission to state in the Registration Statement, the Prospectus, the Disclosure Package, or any such Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement to the Registration Statement, the Prospectus, or the Disclosure Package 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 a material fact required to be stated in it or necessary to make the statements in it, it not misleading, and will reimburse such Company Indemnified Party for any reasonable legal expenses of counsel for such Company Indemnified Party, and for other expenses reasonably incurred by such Company Indemnified Party 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 Prospectus or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in conformity with written information relating to HCW and furnished to the Company in writing by HCW the Agents through the Representative expressly for use therein. 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 HCW, the directors, officers, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise have. HCW Indemnification. HCW agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company 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 Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to HCW and furnished to the Company in writing by HCW expressly for use therein.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWthe Agents, the directors, officers, partners, employees and agents of HCW the Agents and each person, if any, who (i) controls HCW 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 HCW the Agents (a an “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCWthe 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 or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (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 information relating to HCW the Agents and furnished to the Company in writing by HCW the Agents expressly for use therein. 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 HCWCF&Co, the directors, officers, partners, employees and agents of HCW CF&Co and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) Act from and against any and all losses, claims, liabilities, expenses damages and damages (expenses, 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 Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, or any such person, indemnified party 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 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 Common Stock under the securities laws thereof or filed with the Commission, Prospectus; (yii) the omission or alleged omission to state in any such document documents a material fact required to be stated in it or necessary to make the statements in it, it not misleading; or (iii) any breach by the Company 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 on and in conformity with information relating to HCW CF&Co and furnished in writing to the Company in writing by HCW CF&Co expressly for use thereininclusion in any document described in clause (a)(i). 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 HCW, the directors, officers, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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, 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 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. 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 HCWMxxxxx Txxxx, the directors, officers, partners, employees and agents of HCW Mxxxxx Txxxx and each person, if any, who (i) controls HCW Mxxxxx Txxxx 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 HCW Mxxxxx Txxxx (a “HCW Mxxxxx Txxxx 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 HCWMxxxxx Txxxx, 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 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 Common Stock under the securities laws thereof or filed with the Commission, (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 Units 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 HCW Mxxxxx Txxxx and furnished to the Company in writing by HCW Mxxxxx Txxxx expressly for use thereininclusion 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 Except to the extent not permitted under federal or state securities laws, the Company agrees to indemnify and hold harmless HCWthe Sales Agent, the directors, officers, members, partners, employees and agents of HCW the Sales Agent each broker dealer affiliate of the Sales Agent, and each personthe Sales Agent Affiliate, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCWthe 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 thereto or the in any Issuer Free Writing Prospectus or in any free writing prospectus 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 Stock under the securities laws thereof or filed with the Commission, (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 itit not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, not misleadingwarranties 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 HCW the Sales Agent and furnished to the Company in writing by HCW the Sales Agent expressly for use thereininclusion 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 Each of the Company and the Partnership, jointly and severally, agrees to indemnify and hold harmless HCWXxxxx Fargo, the directors, officers, partners, employees and agents of HCW Xxxxx Fargo and each person, if any, who (i) controls HCW 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 HCW Xxxxx Fargo (a “HCW Xxxxx Fargo Affiliate”) from and against any and all actual out-of-pocket 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 HCWXxxxx 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 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 Stock Shares under the securities laws thereof or filed with the Commission, (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 itit not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, not misleadingwarranties 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 HCW Xxxxx Fargo and furnished to the Company in writing by HCW Xxxxx Fargo expressly for use thereininclusion in any document as described in clause (x) of this Section 9(a) (the “Agent Content”). The Company acknowledges that the only Agent Content is the information in the eighth paragraph under the caption “Plan of Distribution” in the Prospectus Supplement relating to electronic distribution of the Prospectus. 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 HCWthe Agents, the their respective directors, officers, partnersemployees, employees agents, advisors and agents of HCW representatives and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) from and Agents 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCW, the Agents or any such person, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law Canadian Securities Laws 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 based upon a misrepresentation as defined under Canadian Securities Laws or indirectly, on (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectuses, the Disclosure Package, or the any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), or any amendment or supplement to the Registration Statement Statement, the Prospectuses or the Prospectus Disclosure Package, or in any free writing prospectus 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 Stock Placement Shares under the securities laws thereof or filed with the CommissionCommission or the Canadian Qualifying Authorities, (y) or arise out of or are based upon the omission or alleged omission to state in the Registration Statement, the Prospectus, the Disclosure Package, or any such Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), or any amendment or supplement to the Registration Statement, the Prospectus, or the Disclosure Package 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 the Canadian Qualifying Authorities a material fact required to be stated in it or necessary to make the statements in it, it not misleading, and will reimburse the Agents for any reasonable legal expenses of counsel for the Agents and one set of local counsel in each applicable jurisdiction for the Agents, and for other expenses reasonably incurred by the Agents 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 Prospectuses or the Disclosure Package or any such amendment or supplement thereto, in reliance upon and in conformity with written information relating to HCW and furnished to the Company in writing by HCW and through the Agents expressly for use therein. 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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW Xxxxx (a “HCW 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 HCWXxxxx, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the 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 itlight 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinAgent’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 HCWeach Agent, the their respective affiliates, directors, officersofficers and employees, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCW, or any such person, the Agents 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 to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the CommissionSecurities Act (a “road show”), (y) the or 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 therein not misleading in itlight of the circumstances under which they were made; (ii) any inaccuracy in the representations and warranties of the Company contained herein; (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not misleadingsuch Agent is a target of or party to such investigation or proceeding); (iv) any failure of the Company to perform its respective obligations hereunder or under law; and will reimburse such 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 (iv) 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 or indirectly by based upon an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise have.untrue

Company Indemnification. The Company agrees to will indemnify and hold harmless HCW, the directors, officers, partners, employees and agents of HCW Canaccord and each person, if any, who (i) controls HCW Canaccord within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, to which Canaccord or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on based upon (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement to the Registration Statement thereto) or the Prospectus Disclosure Package or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (yii) the omission or alleged omission to state in any such document therein a material fact fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated in it therein or necessary to make the statements therein not misleading and (b) in itthe case of the Prospectus or any supplement thereto or the Disclosure Package, necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Canaccord for any reasonable documented legal expenses of counsel for Canaccord, and for other documented expenses reasonably incurred by Canaccord 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 losslosses, claimclaims, liability, expense damages or damage arises from the sale liabilities arise out of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by are based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package, in conformity with information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise have.reliance

Company Indemnification. The Company agrees to indemnify and hold harmless HCWCowen, the directors, officers, partners, employees and agents of HCW Cowen and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCWCowen, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the 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, under the circumstances in 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 solely Agent’s Information. “Agent’s Information” means, solely, the following information relating to HCW in the Prospectus: the third sentence of the eighth paragraph and furnished to the Company tenth paragraph under the caption “Plan of Distribution” in writing by HCW expressly for use thereinthe 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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCWXxxxx, 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) EAST\42430474.3 #90596650v4 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 itthe 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 HCW Xxxxx and furnished to the Company in writing by HCW Xxxxx expressly for use thereininclusion 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 HCWCF&Co, the directors, officers, partners, employees and agents of HCW CF&Co and each person, if any, who (i) controls HCW 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 HCW CF&Co (a “HCW CF&Co 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 reasonably 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 HCWany CF&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 (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectus, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Prospectus Securities Act, or any amendment or supplement to the Registration Statement or the Prospectus Prospectus, or in any free writing prospectus 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 Stock Shares under the securities laws thereof or filed with the Commission, (yii) the omission or alleged omission to state in the Registration Statement, the Prospectus, or any such Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement to the Registration Statement or the 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 a material fact required to be stated in it or necessary to make the statements in itit not misleading or (iii) any breach by the Company of any of its representations, not misleadingwarranties and agreements contained in this Agreement; provided, however, provided 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 information relating to HCW CF&Co and furnished in writing to the Company by CF&Co expressly stating that such information is intended for inclusion in writing by HCW expressly for use thereinany document described in clause (a)(i) above. 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 HCW, the directors, officers, partners, employees and agents of HCW Agents and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCW, the Agents or any such person, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law Canadian Securities Laws 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 based upon a misrepresentation as defined under Canadian Securities Laws or indirectly, on (x) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Prospectuses, the Disclosure Package, or the any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), or any amendment or supplement to the Registration Statement Statement, the Prospectuses or the Prospectus Disclosure Package, or in any free writing prospectus 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 Stock Placement Shares under the securities laws thereof or filed with the CommissionCommission or the Canadian Qualifying Authorities, (y) or arise out of or fare based upon the omission or alleged omission to state in the Registration Statement, the Prospectus, the Disclosure Package, or any such Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d), or any amendment or supplement to the Registration Statement, the Prospectuses, or the Disclosure Package 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 the Canadian Qualifying Authorities a material fact required to be stated in it or necessary to make the statements therein, in it, light of the circumstances in which they were made not misleading, and will reimburse the Agents for any reasonable documented legal expenses of counsel for the Agents and one set of local counsel in each applicable jurisdiction for the Agents, and for other documented expenses reasonably incurred by the Agents 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 Prospectuses or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in conformity with written information relating to HCW and furnished to the Company in writing by HCW and through the Agents expressly for use therein. 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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCWXxxxx, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 itthe 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 HCW Xxxxx and furnished to the Company in writing by HCW Xxxxx expressly for use thereininclusion 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 HCW, the directors, officers, partners, employees and agents of HCW and each person, if any, who (iA) controls HCW within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (iiB) is controlled by or is under common control with HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 thereto), or supplement to the Registration Statement or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document therefrom of a material fact required to be stated in it therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in itany related free writing prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, 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 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinin the Registration Statement (or any amendment thereto), the Prospectus (or any amendment thereto) or any related free writing 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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW Xxxxx (a “HCW 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 HCWXxxxx, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 in itlight of (other than the case of the Registration Statement) 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, not misleadingwarranties 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 omission, made in reliance upon and in conformity with written information relating to HCW Xxxxx and furnished to the Company in writing by HCW Xxxxx expressly for use thereininclusion 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 will indemnify and hold harmless HCW, the directors, officers, partners, employees and agents of HCW Agents and each person, if any, who (i) controls HCW 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 HCW (a “HCW Affiliate”) from and Agents against any and all losses, claims, damages or liabilities, expenses and damages joint or several (includingbut in each case, but not limited to, any and all reasonable investigative, legal excluding loss of profits and other expenses incurred in connection withconsequential damages) (collectively, and any and all amounts paid in settlement (in accordance with Section 9(c)“Damages”) of, any action, suit or proceeding between any of the indemnified parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, the Agents or any such person, controlling person may become subject subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law Canadian Securities Laws or otherwise, insofar as such losses, claims, liabilities, expenses Damages (or damages actions in respect thereof) arise out of or are basedbased upon: (i) any information or statement (except any information or statements that has been provided in writing to the Company by or on behalf of the Agents specifically for inclusion therein) in the Canadian Prospectus or any amendment thereto, directly the U.S. Prospectus or indirectlyany amendment thereto or in any other document incorporated therein by reference being alleged to be a misrepresentation or untrue, or any omission or alleged omission to state therein any fact or information (except facts or information them that has been provided in writing to the Company by or on behalf of any Agent specifically for inclusion therein) required to be stated therein or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made; (xii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus any amendment thereto or any amendment or supplement to the Registration Statement or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document of a material fact required to be stated in it therein or necessary to make the statements therein not misleading, or any untrue statement or alleged untrue statement of a material fact in itthe Canadian Prospectus or any amendment thereto, U.S. Prospectus or any amendment thereto or any Issuer Free Writing Prospectus or any amendment or supplement thereto, or any omission or alleged omission of a material fact (except facts or information that has been provided in writing to the Company by or on behalf of the Agents specifically for inclusion therein) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided; (iii) any order made or any inquiry, howeverinvestigation (whether formal or informal) or proceeding commenced or threatened by any securities, that this indemnity agreement shall regulatory or other competent authority based upon the circumstances described in (a) or (b) above which operates to prevent or restrict the trading in or the distribution of the Placement Shares or any of them in any jurisdiction; (iv) the Company not complying with any requirement of applicable Canadian Securities Laws or U.S. federal or state securities laws in connection with the transactions contemplated herein. The above indemnification obligations will not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such lossDamages were solely caused by the gross negligence, claimwillful misconduct, liability, expense bad faith or damage arises from the sale fraud 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise haveindemnified party.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCWXxxxx, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the 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 itthe 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 made in reliance upon and in conformity with information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinAgent’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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW Xxxxx (a “HCW 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 HCWXxxxx, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 in itlight of (other than the case of the Registration Statement) 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, not misleadingwarranties 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 omission, made in reliance upon and in conformity with written information relating to HCW Xxxxx and furnished to the Company in writing by HCW Cowen expressly for use thereininclusion 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 HCWNorthland, the directors, officers, partners, employees and agents of HCW Northland and each person, if any, who (iA) controls HCW Northland within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (iiB) is controlled by or is under common control with HCW (a “HCW Affiliate”) Northland 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCWNorthland, 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 thereto), or supplement to the Registration Statement or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document therefrom of a material fact required to be stated in it therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in itany related free writing prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, 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 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 information relating to HCW Northland and furnished to the Company in writing by HCW Northland expressly for use thereinin the Registration Statement (or any amendment thereto), the Prospectus (or any amendment thereto) or any related free writing 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 HCWCxxxx, the directors, officers, partners, employees and agents of HCW Cxxxx and each person, if any, who (i) controls HCW 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 HCW Cxxxx (a “HCW Cxxxx Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (other than loss of profits) (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 HCWCxxxx, or any such person, may become subject under Canadian Securities Laws, the Securities Act, the Exchange Act or other federal federal, provincial 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 (xw) any untrue statement or alleged untrue statement of a material fact contained in the Canadian Base Prospectus, the Registration Statement or the any Prospectus or any amendment or supplement to the Canadian Base Prospectus, the Registration Statement or the any Prospectus or in any 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 Stock Shares under the securities laws thereof or filed with Canadian Regulatory Authorities or the Commission, (yx) 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 not misleading, (y) the failure of the Canadian Base Prospectus or the Canadian Prospectus or any amendment or supplement to the Canadian Base Prospectus or the Canadian Prospectus to contain full, true and plain disclosure of all material facts relating to the Common Shares and to the Company 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 HCW Cxxxx and furnished to the Company in writing by HCW Cxxxx expressly for use thereininclusion in any document as described in clause (w) 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 HCW, the directors, officers, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCW, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. 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 HCW, the directors, officers, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim assertedasserted by a third party), as and when incurred, to which HCW, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. 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 HCWthe Agent, the its affiliates and their respective partners, members, directors, officers, partners, employees and agents of HCW agents, and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCWthe 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 #95784421v14 of a material fact contained in the Registration Statement, ADS Registration Statement or the Prospectus (or any amendment or supplement to the Registration Statement, ADS Registration Statement or the Prospectus Prospectus) or in any free writing prospectus prospectus, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinAgent’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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCWXxxxx, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commissionprospectus, (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 itlight of the circumstances under which they were made (other than with respect to the Registration Statement), not misleadingmisleading or (z) any breach by any of the indemnifying parties of any of their respective 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 information relating to HCW and furnished to the Company Agent’s Information (as defined in writing by HCW expressly for use thereinSection 20(b) of this Agreement). 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 HCWeach Agent, the directors, officers, partners, employees and agents of HCW each Agent and each person, if any, who (i) controls HCW each 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 HCW each Agent (a an “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCWeach 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 information relating to HCW each Agent and furnished to the Company in writing by HCW each Agent expressly for use therein. 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 HCWXxxxx, the directors, officers, partners, employees and agents of HCW Xxxxx and each person, if any, who (i) controls HCW 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 HCW Xxxxx (a “HCW Xxxxx 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 US-DOCS\111349286.7 party, or otherwise, or any claim asserted), as and when incurred) within 30 days of the written receipt of the documented expenses by the indemnifying party, to which HCWXxxxx, 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 prospectus, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinAgent’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 HCWWedbush, the directors, officers, partners, employees and agents of HCW Wedbush and each person, if any, who (i) controls HCW Wedbush 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 HCW (a “HCW Affiliate”) Wedbush 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 HCWWedbush, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the 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, under the circumstances in 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 solely Agent’s Information. “Agent’s Information” means, solely, the following information relating to HCW and furnished to in the Company Prospectus: the last paragraph under the caption “Plan of Distribution” in writing by HCW expressly for use thereinthe Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless HCW, the directors, officers, partners, employees Infinity World and agents of HCW its Affiliates and each personPerson, if any, who controls (i) controls HCW within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as defined below) Infinity World or (ii) is controlled by or is under common control with HCW (a “HCW Affiliate”) from and any of its Affiliates against any and all losses, claims, damages, actions, proceedings, causes of action, obligations, penalties, fees, demands, assessments, settlements, judgments, liabilities, costs and 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 the “Losses”) (in accordance with Section 9(c)joint or several) of, any action, suit or proceeding between to which any of the indemnified parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, or any such person, foregoing Persons may become subject subject, under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilities, expenses Losses (or damages actions in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectly, on violations: (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Schedule TO or the Prospectus other Offer Documents or any amendment exhibits or supplement to the Registration Statement any amendments or the Prospectus supplements thereto, or in any free writing prospectus or based on written information furnished document incorporated by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, reference therein; (yii) the omission or alleged omission to state in any such document therein a material fact (other than any fact pertaining to Infinity World or any of its Affiliates) required to be stated in it the Schedule TO or the other Offer Documents or any exhibits or any amendments or supplements thereto, or any document incorporated by reference 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, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to Infinity World and its Affiliates and each Person, if any, who controls Infinity World (or any of its Affiliates) within the meaning of the Securities Act any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Losses or action; provided, however, that this indemnity agreement the Company shall not apply be liable in any such case for any such Losses or action to the extent that such loss, claim, liability, expense it 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 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 HCW and furnished to the Company in writing by HCW expressly for use therein. This indemnity agreement will be in addition connection with the Tender Offer (including information incorporated by reference to any liability that filings made by Infinity World or its Affiliates with the Company might otherwise haveSEC) by Infinity World or any of its Affiliates.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWMLV, the directors, officers, partners, employees and agents of HCW MLV and each person, if any, who (i) controls HCW MLV 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 HCW (a “HCW Affiliate”) MLV 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCWMLV, 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 free writing prospectus Issuer 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 Stock Securities under the securities laws thereof or filed with the Commission, (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 itit not misleading or (iii) any breach by any of the indemnifying parties of any of their respective representations, not misleadingwarranties 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 information relating to HCW and furnished to the Company in writing by HCW expressly for use thereinMLV. 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 HCWthe Sales Agent, the directors, officers, members, partners, employees and agents of HCW the Sales Agent, each Sales Agent Affiliate, and the directors, officers, members, shareholders, partners, employees and agents of each personSales Agent Affiliate, if any, who (i) controls HCW 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 HCW (a “HCW 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 HCWthe 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 thereto or the in any Issuer Free Writing Prospectus or in any free writing prospectus 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 Stock Ordinary Shares under the securities laws thereof or filed with the Commission, (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 itit not misleading or (z) any breach or alleged breach by any of the indemnifying parties of any of their respective representations, not misleadingwarranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that a court of competent jurisdiction has made a finding, not subject to appeal or modification, 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 HCW the Sales Agent and furnished to the Company in writing by HCW the Sales Agent expressly for use thereininclusion 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 will indemnify and hold harmless HCW, the directors, officers, partners, employees and agents of HCW Benchmark and each person, if any, who (i) controls HCW Benchmark within the meaning of the Act or the Exchange Act against any losses, claims, damages or liabilities, to which Benchmark or such controlling person may become subject, under Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 damages or damages liabilities (or actions in respect thereof) arise out of or are based, directly or indirectly, on based upon (xi) any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement to the Registration Statement thereto) or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the CommissionDisclosure Package or, (yii) the omission or alleged omission to state in any such document therein a material fact fact, (a) in the case of the Registration Statement or any amendment thereto, required to be stated in it therein or necessary to make the statements therein not misleading and (b) in itthe case of the Prospectus or any supplement thereto or the Disclosure Package, necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse Benchmark for any reasonable legal expenses of counsel for Benchmark, and for other documented expenses reasonably incurred by Benchmark 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 losslosses, claimclaims, liability, expense damages or damage arises from the sale liabilities arise out of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by are based upon an untrue statement or alleged untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or the Disclosure Package in reliance upon and in conformity with written information relating to HCW and furnished to the Company by and through Benchmark as set forth in writing by HCW Section 10(b) below expressly for use therein. 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 HCWMizuho Securities, the directors, officers, partners, employees and agents of HCW Mizuho Securities and each person, if any, who (i) controls HCW Mizuho Securities 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 HCW Mizuho Securities (a “HCW Mizuho Securities 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 HCWMizuho Securities, 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 prospectus, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 Units 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 HCW Mizuho Securities and furnished to the Company in writing by HCW Mizuho Securities expressly for use thereininclusion in any document as described in clause (x) of this Section 9(a), which information is limited to the marketing name of Mizuho Securities. 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 HCWCowen, the directors, officers, partners, employees and agents of HCW Cowen and each person, if any, who (i) controls HCW 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 HCW Cowen (a “HCW Cowen 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 HCWCowen, 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 based, directly or based indirectly, on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with ​ ​ the Commission, (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, 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 HCW Cowen and furnished to the Company in writing by HCW Cowen expressly for use thereininclusion in the Registration Statement or Prospectus. This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The To the fullest extent permitted by law, the ----------------------- Company agrees to will indemnify and hold harmless HCWeach Selling Holder, the its partners, directors, officers, partners, employees and agents of HCW and each personother Person, if any, who controls such Selling Holder (i) controls HCW within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each such controlling Person's partners, or directors, officers, employees and agents (ii) is controlled by or is under common control with HCW (each such Person being a “HCW Affiliate”"Covered Person") from and -------------- against any and all losses, claims, damages, liabilities, expenses and damages costs (including, but not limited towithout limitation, any reasonable attorneys' fees) and all reasonable investigativeexpenses (collectively, legal "Losses" 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 or between any indemnified party and any third party, or otherwise, or any claim assertedindividually a "Loss"), as and when incurredjoint or several, to which HCW, or any such person, Covered ------ ---- Person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwisesubject, insofar as such losses, claims, liabilities, expenses Losses (or damages 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 any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary or final prospectus contained in the Registration Statement or the Prospectus Statement, or any amendment or supplement to the such Registration Statement or the Prospectus or in any 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 Common Stock under the securities laws thereof or filed with the Commission, (yb) 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 misleading; and the Company will reimburse such Covered Person for any legal or any other expenses reasonably incurred by such Covered Person in connection with investigating or defending any such Loss or action; provided, however, that this indemnity agreement shall the Company will not apply be liable -------- ------- to any Covered Person in any such case (x) to the extent that any such loss, claim, liability, expense Loss 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 untrue statement or omission or alleged based upon any untrue statement or omission made in such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information relating to HCW and furnished to the Company Company, in writing writing, by HCW expressly or on behalf of such Covered Person or the Selling Holder specifically for use therein. This indemnity agreement will be in addition the preparation thereof or (y) in the case of a sale directly by a Selling Holder (including a sale of such Registrable Shares through any underwriter retained by such Selling Holder engaging in a distribution solely on behalf of such Selling Holder), such untrue statement or omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Selling Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Shares to the person asserting any liability that such Loss, in any case in which such delivery is required by the Company might otherwise haveSecurities Act.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWharmless, to the extent permitted by applicable Law, the Stockholder, its Affiliates and each of its and their respective directors, officers, partners, employees members, employees, advisors, representatives and agents of HCW and each personPerson, if any, who controls the Stockholder (i) controls HCW 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 HCW (a “HCW Affiliate”) from and against any and all losses, claims, liabilitiesdamages, liabilities and expenses whatsoever (including reasonable, documented expenses of investigation and damages (includingreasonable, but not limited todocumented attorneys’ fees and expenses) caused by, 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 based, directly or indirectly, on (x) relating to any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement Statement, prospectus or the Prospectus preliminary prospectus or any amendment thereof or supplement to thereto (including a Takedown Prospectus Supplement)covering the Registration Statement or the Prospectus or in resale of any free writing prospectus or based on written information furnished Registrable Securities by or on behalf of the Company filed in Stockholder or any jurisdiction in order to qualify the Common Stock under the securities laws thereof Issuer Free Writing Prospectus or filed with the Commission, (y) the any omission or alleged omission to state in any such document of 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 the extent that such loss, claim, liability, expense misleading or damage arises from the sale any violation of the Placement Shares pursuant Securities Act or state securities laws or rules thereunder by the Company relating to this Agreement and is caused directly any action or indirectly inaction by an the Company in connection with such registration, except insofar as such untrue statement or omission is based on information contained in any affidavit or alleged untrue statement or omission made in reliance upon and in conformity with information relating to HCW and furnished to the Company in writing by HCW expressly the Stockholder for use thereinin connection with such Registration Statement, which shall be limited to the Stockholder’s name, address and number of shares of Registrable Securities owned by the Stockholder. This indemnity agreement will shall be in addition to any liability that the Company might may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholder or any indemnified party and shall survive the transfer of such securities by the Stockholder. D-25 Section 5.13.

Company Indemnification. The Company agrees to indemnify and hold harmless HCWCF&Co, the directors, officers, partners, employees and agents of HCW CF&Co and each person, if any, who (i) controls HCW 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 HCW CF&Co (a “HCW CF&Co 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 reasonably incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c9(a)) 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 HCWCF&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 (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 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 Common Stock under the securities laws thereof or filed with the CommissionProspectus, (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 itit not misleading or (iii) any breach by any of the indemnifying parties of any of their respective representations, not misleadingwarranties 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 information relating to HCW CF&Co and furnished in writing to the Company by CF&Co expressly stating that such information is intended for inclusion in writing by HCW expressly for use thereinany document described in clause (a)(i) above. 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 HCWXxxxxx Xxxxx, the directors, officers, partners, employees and agents of HCW Xxxxxx Xxxxx and each person, if any, who (i) controls HCW Xxxxxx 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 HCW Xxxxxx Xxxxx (a “HCW Xxxxxx Xxxxx 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 HCWXxxxxx 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 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 Common Stock under the securities laws thereof or filed with the Commission, (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 HCW Xxxxxx Xxxxx and furnished to the Company in writing by HCW Xxxxxx Xxxxx expressly for use thereininclusion 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 and the Manager, jointly and severally, agree to indemnify and hold harmless HCWMitsubishi, the directors, officers, partners, employees and agents of HCW Mitsubishi and each person, if any, who (i) controls HCW Mitsubishi 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 HCW (a “HCW Affiliate”) Mitsubishi 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 suit, proceeding or proceeding any claim asserted 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 HCWMitsubishi, 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 supplement to the Prospectus or in any free writing prospectus prospectus, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 not misleading, with respect to the Prospectus, in the light of the circumstances under which such statements were made; 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 HCW Mitsubishi and furnished to the Company in writing by HCW or on behalf of Mitsubishi expressly for use therein. This indemnity agreement will be inclusion in addition to any liability that the Company might otherwise havedocument as described in clause (x) of this Section 10(a).

Company Indemnification. The Company agrees to indemnify and hold harmless HCW, the directors, officers, partners, employees and agents of HCW and each person, if any, who (i) controls HCW 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 HCW (a “HCW 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (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 information relating to HCW and furnished to the Company in writing by HCW expressly for use therein. 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 HCWthe Agents, the their respective affiliates, directors, officersofficers and employees, partners, employees and agents of HCW and each person, if any, who (i) controls HCW either Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct (each, or (ii) is controlled by or is under common control with HCW (a “HCW AffiliateCompany Indemnified Party”) 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 or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which HCW, or any such person, either 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 or and the Prospectus Prospectus, or any amendment or supplement to the Registration Statement or the Prospectus or in thereto (including any free writing prospectus or based on written information furnished by or on behalf of the Company documents filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof Exchange Act and deemed to be incorporated by reference into the Prospectus), any Permitted Free Writing Prospectus, or filed with any roadshow as defined in Rule 433(h) under the CommissionAct (a “road show”), (y) the or 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 (ii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not the Agents are a target of or party to such investigation or proceeding); and will reimburse the Agents 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) and (ii) 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 or omitted from the Registration Statement, the Prospectus, or any such amendment or supplement, in reliance upon and in conformity with information relating the Agent Information. In addition to HCW its other obligations under this Section 5(a), the Company agrees that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in this Section 5(a), it will reimburse the Agents on a monthly basis for all reasonable and furnished documented legal fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the Company in writing propriety and enforceability of the Company’s obligation to reimburse the Agents for such expenses and the possibility that such payments might later be held to have been improper by HCW expressly for use therein. This indemnity agreement will be in addition to any liability that the Company might otherwise havea court of competent jurisdiction.

Company Indemnification. The Company agrees will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities held by such Purchaser are included in the securities as to indemnify which such registration is being effected), each of its officers and hold harmless HCW, the directors, officers, partners, employees and agents of HCW members and each person, if any, who (i) controls HCW person controlling such 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 HCW (a “HCW Affiliate”) from and against any and all lossesexpenses, claims, liabilitieslosses, expenses and damages or liabilities (includingor actions in respect thereof), 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 including any of the indemnified parties foregoing incurred in settlement of any litigation, commenced or between any indemnified party and any third partythreatened, or otherwise, or any claim asserted), as and when incurred, to which HCW, 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 based, directly or indirectly, based on (xA) any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement Statement, prospectus, offering circular or the Prospectus other document, or any amendment or supplement thereto, incident to the any such Registration Statement or the Prospectus or in any free writing prospectus Statement, or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, 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 therein, in itlight of the circumstances in which they were made, not misleading, or (B) any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration; providedand in each case, howeverthe Company will reimburse each such Purchaser, each of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses reasonably incurred, as such expenses are 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 (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information relating to HCW and furnished to the Company in writing by HCW expressly such Purchaser or controlling person specifically for use therein. This indemnity agreement will be , (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in addition to any liability writing that the Company might otherwise haveprospectus is outdated or defective or (Z) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in such prospectus or supplement.