Common use of Company Indemnification Clause in Contracts

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliate, if any, from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto or in any Issuer 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 not misleading 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 by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to will indemnify each Holder, and hold harmless the Sales Agenteach Holder’s officers, the directors, officers, members, governors, employees, partners, employees legal counsel, and agents of the Sales Agent each broker dealer affiliate of the Sales Agentaccountants, and each Sales Agent Affiliateperson controlling such Holder within the meaning of Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 1, and each underwriter, if any, from and against any and all losseseach person who controls, 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 within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulationany underwriter, at common law or otherwise, insofar as such lossesagainst all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect of such expenses, claims, losses, damages, and liabilities, expenses or damages arise ) arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any prospectus, offering circular, or the Prospectus other document (including any related registration statement, notification, or similar document) incident to any amendment such registration, qualification, or supplement thereto compliance, or in based on any Issuer Free Writing Prospectus, omission (y) the omission or alleged omission omission) to state in any such document a material fact required to be stated in it such document or necessary to make the statements in it such document not misleading misleading, or (z) any breach violation by any the Company of the indemnifying parties Securities Act and any applicable state securities laws or any rule or regulation under the Securities Act or state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, and each of their respective representationssuch Holder’s officers, warranties directors, partners, legal counsel, and agreements contained accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in this Agreementconnection with investigating and defending or settling any such claim, loss, damage, liability, or action; provided, however, provided that this indemnity agreement shall the Company will not apply be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use in such document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 1.5(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability, expense or damage arises from action if such settlement is effected without the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement Company’s consent (which consent will not be unreasonably withheld, delayed or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(aconditioned). 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 the Sales Agenteach Selling Holder, the directors, officers, members, its partners, employees directors and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, officers and each Sales Agent Affiliateother Person, if any, from and who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person being a “Covered Person”) against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, 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 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 thereto to such Registration Statement or in any Issuer Free Writing Prospectus, (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 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 it not misleading connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representationssuch loss, warranties and agreements contained in this Agreementclaim, 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, liability, expense damage or damage liability arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such Covered Person specifically for use in 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 such loss, claim, damage or liability in any case in which such delivery is required by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveSecurities Act.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, Canaccord and each Sales Agent Affiliateperson, if any, from and who controls Canaccord within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, Canaccord or any such person, controlling person may become subject subject, under Section 15 of the Securities Act, Act or Section 20 of the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseAct, 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 thereto thereto) or in any Issuer Free Writing Prospectus, the Disclosure 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 in it therein not misleading or and (zb) any breach by any in the case of the indemnifying parties 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 their respective representationscounsel for Canaccord, warranties and agreements contained for other documented expenses reasonably incurred by Canaccord in this Agreementconnection 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 by or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was 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 strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent and through Canaccord as set forth in Section 10(b) below expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agenteach Holder, the directors, and each Holder’s officers, membersdirectors, partners, employees legal counsel, and agents of the Sales Agent each broker dealer affiliate of the Sales Agentaccountants, and each Sales Agent Affiliateperson controlling such Holder within the meaning of Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 1, and each underwriter, if any, from and against any and all losseseach person who controls, 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 within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulationany underwriter, at common law or otherwise, insofar as such lossesagainst all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect of such expenses, claims, losses, damages, and liabilities, expenses or damages arise ) arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any prospectus, offering circular, or the Prospectus other document (including any related registration statement, notification, or similar document) incident to any amendment such registration, qualification, or supplement thereto compliance, or in based on any Issuer Free Writing Prospectus, omission (y) the omission or alleged omission omission) to state in any such document a material fact required to be stated in it such document or necessary to make the statements in it such document not misleading misleading, or (z) any breach violation by any the Company of the indemnifying parties Securities Act and any applicable state securities laws or any rule or regulation under the Securities Act or state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, and each of their respective representationssuch Holder’s officers, warranties directors, partners, legal counsel, and agreements contained accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in this Agreementconnection with investigating and defending or settling any such claim, loss, damage, liability, or action; provided, however, provided that this indemnity agreement shall the Company will not apply be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use in such document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 1.7(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability, expense or damage arises from action if such settlement is effected without the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause Company’s consent (x) of this Section 9(awhich consent will not be unreasonably withheld). 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 the Sales Agenteach Selling Holder, the directors, officers, members, partners, employees its directors and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, officers and each Sales Agent Affiliateother Person, if any, from and who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person being a “Covered Person”) 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 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 assertedexpenses), as and when incurredjoint or several, to which the Sales Agent, 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 thereto to such Registration Statement or in any Issuer Free Writing Prospectus, (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 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 it not misleading connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representationssuch loss, warranties and agreements contained in this Agreementclaim, 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 by an based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such Covered Person specifically for use in 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 or expense in any case in which such delivery is required by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveSecurities Act.

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 the Sales Agent, the directors, officers, members, partners, employees members and agents each person controlling such Purchaser within the meaning of Section 15 of the Sales Agent each broker dealer affiliate Securities Act or Section 20 of the Sales AgentExchange Act, and each Sales Agent Affiliate, if any, 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 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 including any of the indemnified parties and foregoing incurred in settlement of any indemnifying parties litigation, commenced or between any indemnified party and any third partythreatened, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise 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 any Registration Statement, prospectus, offering circular or other document (including, without limitation, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) authorized by the Company for use in connection with such Registration Statement or the Prospectus Statement), or any amendment or supplement thereto thereto, incident to any such Registration Statement, or in based on any Issuer Free Writing Prospectus, 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 it light of the circumstances in which they were made, not misleading misleading, or (zB) any breach violation or alleged violation by any the Company of the indemnifying parties 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 of their respective representationslegal and any other expenses reasonably incurred, warranties and agreements contained as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and stated to be specifically for use therein, (Y) the Sales Agent expressly for inclusion use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be 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 (and not exempted, including pursuant to Rule 172 under the Securities Act (or any successor rule)) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of Registrable Securities.

Company Indemnification. The Company agrees will indemnify each Investor who holds Registrable Securities (if Registrable Securities held by such Investor are included in the securities as to indemnify which such registration is being effected), each of its officers and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, members and each Sales Agent Affiliate, if any, 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 person controlling such Investor within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based, directly or indirectly, based on (xi) 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 thereto, incident to any such Registration Statement, or in based on any Issuer Free Writing Prospectus, 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 it light of the circumstances in which they were made, not misleading or (zii) any breach violation by any the Company of the indemnifying parties 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 Investor, each of its officers and directors, partners, members and each person controlling such Investor, for any of their respective representationslegal and any other expenses reasonably incurred, warranties and agreements contained as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by an instrument duly executed by such Investor or controlling person, and stated to be specifically for use therein, (Y) the Sales Agent expressly for inclusion use by an Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that the prospectus is outdated or defective or (Z) an Investor’s (or any document other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as described 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 clause (x) of such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 9(a). This indemnity agreement will be 7.11(a) shall not apply to amounts paid in addition to 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 the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, AGP and each Sales Agent Affiliateperson, if any, from and who controls AGP against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, AGP 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 thereto to the Registration Statement, the Prospectus or the Disclosure Package, or in any Issuer Free Writing Prospectusapplication 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, (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 not misleading misleading, and will reimburse AGP for any reasonable legal expenses of counsel for AGP, and for other expenses reasonably incurred by AGP in connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreementsuch 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 by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent and through AGP expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The To the extent permitted by Applicable Law, the Company agrees to will indemnify and hold harmless the Sales AgentInvestor, the directors, officers, members, partners, employees officers and agents directors of the Sales Agent each broker dealer affiliate of Investor, any underwriter (as defined in the Sales Agent, Securities Act) for the Investor and each Sales Agent AffiliatePerson, if any, from and who controls the Investor or underwriter within the meaning of the Securities Act or the Exchange Act, 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 partydamages, or otherwise, liabilities (joint or any claim asserted), as and when incurred, several) to which the Sales Agent, or any such person, they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectlyviolations (collectively, on a "VIOLATION") by the Company: (xA) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement, including any preliminary prospectus or the Prospectus final prospectus contained therein or any amendment amendments or supplement thereto or in any Issuer Free Writing Prospectussupplements thereto, (yB) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements in it therein not misleading misleading, or (zC) any breach violation or alleged violation by any the Company of the indemnifying parties of Securities Act, the Exchange Act, any of their respective representationsstate securities law or any rule or regulation promulgated under the Securities Act, warranties the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and agreements contained the Company will reimburse the Investor, partner, officer or director, underwriter or controlling Person for any legal or other expenses as reasonably incurred by them in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that connection with investigating or defending any such loss, claim, liabilitydamage, expense liability or damage arises from action; provided however, that the sale indemnity agreement contained in this Section 4.7(a)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Placement Shares pursuant Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to this Agreement and the extent that it arises out of or is caused directly by an untrue statement or omission made based upon a Violation which occurs in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company expressly for use in connection with such registration by the Sales Agent expressly for inclusion in any document as described in clause (x) Investor, partner, officer, director, underwriter or controlling Person of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveInvestor.

Company Indemnification. The Company agrees will indemnify each Investor who holds Registrable Securities (if Registrable Securities held by such Investor are included in the securities as to indemnify which such registration is being effected), each of its officers and hold harmless the Sales Agent, the directors, officers, members, directors and partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliate, if any, 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 person controlling such Investor within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulationwith respect to which registration has been effected pursuant to this Agreement, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, 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 any Registration Statement Statement, prospectus, offering circular or the Prospectus other document, or any amendment or supplement thereto thereto, incident to any such registration, or in based on any Issuer Free Writing Prospectus, 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 it not misleading or (z) any breach by any light of the indemnifying parties circumstances in which they were made, not misleading, or 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 Investor, each of their respective representationsits officers and directors, warranties and agreements contained each person controlling such Investor, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by an instrument duly executed by such Investor or controlling person, and stated to be specifically for use therein, (B) the Sales Agent expressly for inclusion use by Investor of an outdated or defective prospectus after the Company has notified such Investor in writing that the prospectus is outdated or defective or (C) Investor’s (or any document other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as described 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 clause (x) of this Section 9(a). This such prospectus or supplement; provided, further, that the indemnity agreement will be contained in addition this subsection 2(e)(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 the Sales Agenteach Holder, the directors, each of its officers, members, directors and partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliateperson controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, from and against each person who controls 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 underwriter within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages and liabilities (or damages arise actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any registration statement, prospectus, offering circular or the Prospectus other document, or any amendment or supplement thereto thereto, incident to any such registration, qualification or in compliance, or based on any Issuer Free Writing Prospectus, omission (y) the omission or alleged omission omission) to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading misleading, or (z) any breach violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the indemnifying parties Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of their respective representationsthe Company, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement which consent shall not apply be unreasonably withheld, and that the Company will not 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 by an based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly a Holder or underwriter specifically for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The In the event of any registration under the Securities Act of any securities pursuant to this Section 4, the Company agrees to will indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, Warrantholder and each Sales Agent Affiliateother individual, corporation, partnership, trust, organization, association or other entity or individual ("Person"), if any, from and which controls (within the meaning of the Securities Act) such holder, against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, such holder or any such person, controlling 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 to the extent that such losses, claims, liabilities, expenses damages or damages liabilities (or proceedings 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, on the effective date thereof, in any registration statement under which such securities were registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in the Registration Statement or the Prospectus or any amendment or supplement thereto thereto, or in any Issuer Free Writing Prospectus, (y) arise out of or are based 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, and will reimburse such holder and each such controlling Person for any legal or any other expenses reasonably incurred by such holder or such controlling person in it not misleading connection with investigating or (z) defending 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, liabilitydamage, expense liability or damage arises proceeding, except insofar as any such losses, claims, damages, liabilities or expenses result from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made contained in reliance upon and information furnished in strict conformity with written information relating to the Sales Agent and furnished writing to the Company by the Sales Agent such holder expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

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 the Sales Agenteach Selling Holder, the directors, officers, members, its partners, employees directors and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, officers and each Sales Agent Affiliateother Person, if any, from and who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person being a "Covered Person") against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, 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 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 thereto to such Registration Statement or in any Issuer Free Writing Prospectus, (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 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 it not misleading connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representationssuch loss, warranties and agreements contained in this Agreementclaim, 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, liability, expense damage or damage liability arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such Covered Person specifically for use in 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 such loss, claim, damage or liability in any case in which such delivery is required by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveSecurities Act.

Company Indemnification. (a) The Company agrees to will indemnify and hold harmless the Sales Agenteach underwriter of Registrable Shares, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliateother person, if any, from who controls such underwriter within the meaning of the Securities Act or the Exchange Act, and Infineon, including each of the officers and directors of such underwriters, such controlling persons, and Infineon, against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agentsuch underwriter, such controlling person or any such person, Infineon may become subject under the Securities Act, the Exchange Act Act, state securities or other federal or state statutory law or regulation, at common law Blue Sky 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 thereto to such Registration Statement, or in any Issuer Free Writing Prospectus, (y) arise out of or are based 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 not misleading; and the Company will reimburse such underwriter, such controlling person and Infineon for any legal or any other expenses reasonably incurred by such underwriter, such controlling person or Infineon in it not misleading connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representationssuch loss, warranties and agreements contained in this Agreementclaim, damage, liability or action; provided, however, that this indemnity agreement shall the Company will 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 by an based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or final prospectus, or any such amendment or supplement, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such underwriter, such controlling person or Infineon specifically for use in the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havepreparation thereof.

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

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agent----------------------- each Holder, the each of its officers, directors, officers, members, partners, employees partners and agents of the Sales Agent each broker dealer affiliate of the Sales Agentlegal counsel, and each Sales Agent Affiliateperson controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section 2, and each underwriter, if any, from and against each person who controls 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 underwriter within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, 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 thereto, incident to any such registration, qualification or in compliance, or based on any Issuer Free Writing Prospectus, 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 it not misleading or (z) any breach by any the light of the indemnifying parties circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any rule or regulation promulgated under the Securities Act or the Exchange Act applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of their respective representationsits officers, warranties directors, partners and agreements contained legal counsel and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agenteach Holder, the directors, and each Holder’s officers, membersdirectors, partners, employees legal counsel, and agents of the Sales Agent each broker dealer affiliate of the Sales Agentaccountants, and each Sales Agent Affiliateperson controlling such Holder within the meaning of Section 15 of the Securities Act with respect to any registration, qualification, or compliance effected pursuant to this Section 1, and each underwriter, if any, from and against any and all losseseach person who controls, 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 within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulationany underwriter, at common law or otherwise, insofar as such lossesagainst all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect of such expenses, claims, losses, damages, and liabilities, expenses or damages arise ) arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any prospectus, offering circular, or the Prospectus other document (including any related registration statement, notification, or similar document) incident to any amendment such registration, qualification, or supplement thereto compliance, or in based on any Issuer Free Writing Prospectus, omission (y) the omission or alleged omission omission) to state in any such document a material fact required to be stated in it such document or necessary to make the statements in it such document not misleading misleading, or (z) any breach violation by any the Company of the indemnifying parties Securities Act and any applicable state securities laws or any rule or regulation under the Securities Act or state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, and each of their respective representationssuch Holder’s officers, warranties directors, partners, legal counsel, and agreements contained accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in this Agreementconnection with investigating and defending or settling any such claim, loss, damage, liability, or action; provided, however, provided that this indemnity agreement shall the Company will not apply be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use in such document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 1.6(a) will not apply to amounts paid in settlement of any such loss, claim, damage, liability, expense or damage arises from action if such settlement is effected without the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause Company’s consent (x) of this Section 9(awhich consent will not be unreasonably withheld). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The To the extent permitted by Applicable Law, the Company agrees to will indemnify and hold harmless the Sales AgentInvestor, the directors, officers, members, partners, employees officers and agents directors of the Sales Agent each broker dealer affiliate of Investor, any underwriter (as defined in the Sales Agent, Securities Act) for the Investor and each Sales Agent AffiliatePerson, if any, from and who controls the Investor or underwriter within the meaning of the Securities Act or the Exchange Act, 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 partydamages, or otherwise, liabilities (joint or any claim asserted), as and when incurred, several) to which the Sales Agent, or any such person, they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectlyviolations (collectively, on a “VIOLATION”) by the Company: (xA) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement, including any preliminary prospectus or the Prospectus final prospectus contained therein or any amendment amendments or supplement thereto or in any Issuer Free Writing Prospectussupplements thereto, (yB) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements in it therein not misleading misleading, or (zC) any breach violation or alleged violation by any the Company of the indemnifying parties of Securities Act, the Exchange Act, any of their respective representationsstate securities law or any rule or regulation promulgated under the Securities Act, warranties the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and agreements contained the Company will reimburse the Investor, partner, officer or director, underwriter or controlling Person for any legal or other expenses as reasonably incurred by them in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that connection with investigating or defending any such loss, claim, liabilitydamage, expense liability or damage arises from action; provided however, that the sale indemnity agreement contained in this Section 4.7(a)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Placement Shares pursuant Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to this Agreement and the extent that it arises out of or is caused directly by an untrue statement or omission made based upon a Violation which occurs in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company expressly for use in connection with such registration by the Sales Agent expressly for inclusion in any document as described in clause (x) Investor, partner, officer, director, underwriter or controlling Person of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveInvestor.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agenteach Holder of Registrable Securities, the each of its officers, directors, officersstockholders, agents, attorneys and current and former partners and members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliateperson controlling any such person within the meaning of Section 15 of the Securities Act, and each Founder, with respect to which registration, qualification or compliance has been effected pursuant to this Section 1 and each underwriter, if any, from and each person who controls (within the meaning of Section 15 of the Securities Act) any underwriter of the Registrable Securities held by or issuable to such Holder, against any and all claims, losses, claimsdamages, liabilitiescosts, expenses and damages liabilities whatsoever (includingor actions, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred proceedings or settlements in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)respect thereof) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise 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 prospectus, offering circular or other documents (including any related registration statement, notification or the Prospectus like) incident to any such registration, qualification or compliance, or based on any amendment or supplement thereto or in any Issuer Free Writing Prospectus, omission (y) the omission or alleged omission omission) to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading misleading, or (z) any breach violation by any the Company of the indemnifying parties Securities Act or any state securities law or of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of their respective representationsthe Company in connection with any such registration, warranties qualification or compliance (any such misstatement or omission, a “Violation”), and agreements contained will reimburse each such Holder, each of its officers, directors, stockholders, agents, attorneys and current and former partners and members, and each person who controls any such person, each Founder, each such underwriter and each person who controls any such underwriter for any legal and any other expenses reasonably incurred and as incurred in this Agreement; providedconnection with investigating or defending any such claim, howeverloss, damages, cost, expense, 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, liabilitycost, expense or damage liability arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly by an untrue statement or omission made in reliance based on any Violation based upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly an instrument duly executed by any Holder, Founder, underwriter or other otherwise indemnified person and stated to be specifically for inclusion use in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition such prospectus, offering circular or other document, unless such Holder, Founder or underwriter timely provided to any liability that the Company might otherwise have.additional information to correct the previously inaccurate or incomplete information. TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Company Indemnification. The Company agrees to shall indemnify and hold harmless the Sales Agentsuch Holder, the directors, officers, members, partners, employees officers and agents directors of the Sales Agent each broker dealer affiliate of the Sales Agent, such Holder and each Sales Agent Affiliateunderwriter of Registrable Shares (including any broker or dealer through whom Registrable Shares may be sold) and each person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, from and against any and all losses, claims, damages, expenses or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, they or any such person, of them may become subject under the Securities Act, the Exchange Act 1934 Act, or under any other federal statute or state statutory law or regulation, at common law or otherwiseotherwise (and, except as hereinafter provided, shall reimburse such Holder and each of the underwriters and each such officer, director and controlling person, if any, for any legal or other expenses incurred by them or any of them in connection with investigating or defending any action whether or not resulting in any liability) insofar as such losses, claims, liabilitiesdamages, expenses expenses, liabilities or damages actions arise out of or are based, directly or indirectly, on (x) based upon any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in any registration statement, under which such Registrable Shares were registered under the Registration Statement Securities Act, any preliminary prospectus or the Prospectus definitive prospectus (or the registration statement or definitive prospectus as from time to time amended or supplemented by the Company or any amendment document incorporated by reference therein), or supplement thereto arise out of or in any Issuer Free Writing Prospectus, (y) are based 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 in order to make the statements therein not misleading, unless such untrue statement or omission was made in it not misleading such registration statement, preliminary prospectus or (z) any breach definitive prospectus in reliance upon and in conformity with information furnished in writing to the Company in connection herewith by any of such Holder or such underwriter or such officer, director and controlling person, as the indemnifying parties of any of their respective representationscase may be, warranties and agreements contained in this Agreementexpressly for use therein; provided, however, that this indemnity agreement such indemnity, insofar as it relates to any preliminary prospectus, shall not apply inure to the benefit of any underwriter from whom the person asserting such loss, claim, damage or liability purchased any Registrable Shares which are the subject thereof (or to the benefit of any person controlling such underwriter), to the extent that such loss, claim, liability, expense damage or damage liability arises from out of the failure of such underwriter to send or give a copy of the final prospectus to such person at or prior to the written confirmation of the sale of the Placement such Registrable Shares pursuant to this Agreement and is caused directly by an untrue such person if such statement or omission made was corrected in reliance upon such final prospectus. Promptly after receipt by such Holder or any underwriter or any officer, director or person controlling such Holder or such underwriter of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such Holder or such underwriter, as the case may be, shall notify the Company in writing of the commencement thereof, and in strict conformity with written information relating the Company shall, subject to the Sales Agent provisions hereinafter stated, assume the defense of such action (including the employment of counsel for the indemnified persons (which shall be a separate counsel for each Holder, if requested by it), who shall be counsel satisfactory to such indemnified persons), and furnished the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. Such Holder and each such other indemnified person shall have the right to employ its own separate counsel in any such action in addition to any separate counsel referred to above and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company, the Company has failed to assume the defense or employ counsel satisfactory to such indemnified person, or the named parties to any such action (including any impleaded parties) include both such indemnified person and the Company (or an affiliate thereof), and such indemnified person shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company by (or such affiliate) (in which case the Sales Agent expressly Company shall not have the right to assume the defense of such action on behalf of such indemnified person). The Company shall not be liable to indemnify any person for inclusion any settlement of any such action effected without the Company's consent (which shall not be unreasonably withheld). The indemnity agreement contained in any document as described in clause (x) of this Section 9(a). This indemnity agreement will 8(a) shall be in addition to any liability that which the Company might may otherwise havehave and shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or other indemnified person.

Company Indemnification. The Company agrees In connection with any Registration Statement in which a Stockholder is participating and as a condition to such participation, such Stockholder agrees, severally and not jointly, to indemnify and hold harmless the Sales AgentCompany, each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act and the respective partners, directors, officers, members, partnersrepresentatives, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, Company and each Sales Agent Affiliate, if any, such Person to the same extent as the foregoing indemnity from and against any and all losses, claims, liabilities, expenses and damages (includingthe Company to each Stockholder Indemnitee, 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 only with Section 9(c)) of, any action, suit reference to untrue statements or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement omissions or alleged untrue statement of a material fact contained in the Registration Statement statements or the Prospectus or any amendment or supplement thereto or in any Issuer 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 not misleading 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 by an untrue statement or omission omissions made in reliance upon and in strict conformity with written information relating to the Sales Agent and such Stockholder Indemnitee furnished to the Company in writing by the Sales Agent such Stockholder Indemnitee expressly for inclusion use in any document as described Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary Prospectus. The liability of any Stockholder Indemnitee pursuant to this paragraph shall in clause (x) no event exceed the net proceeds received by such Stockholder Indemnitee from sales of Registrable Shares giving rise to such obligations. The Company and each Stockholder holding Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Stockholders to the contrary, for all purposes of this Section 9(a). This indemnity agreement will Agreement, the only information furnished or to be in addition furnished to any liability that the Company might otherwise havefor use in any such Registration Statement or Prospectus are statements specifically relating to (a) transactions between such Stockholder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of Shares by such Stockholder and its Affiliates and (c) the name and address of such Stockholder. If any additional information about such Stockholder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such Stockholder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Stockholder Indemnitee and shall survive the transfer of such securities by such Stockholder.

Company Indemnification. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless the Sales Agenteach Security Holder, the directorspartners, officers, membersdirectors and shareholders of each Security Holder, partnerslegal counsel and accountants for each Security Holder, employees and agents of any underwriter (as defined under the Sales Agent each broker dealer affiliate of the Sales Agent, Securities Act) for such Security Holder and each Sales Agent AffiliatePerson, if any, from and who controls such Security Holder or underwriter within the meaning of the Securities Act (collectively, “Security Holder Indemnified Parties”), against any and all losses, claims, liabilities, expenses and damages or liabilities (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)joint or several) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, actions to which the Sales Agent, or any such person, they may become subject under the Securities Act, the Exchange Act or any Securities Act of any other federal or state statutory law or regulationjurisdiction (collectively, at common law or otherwise“Losses”), insofar as such losses, claims, liabilities, expenses or damages Losses arise out of or are basedbased upon any of the following statements, directly omissions or indirectlyviolations (each, on a “Violation”): (xi) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement Document under which Registrable Securities were registered, including any preliminary prospectus or the Prospectus final prospectus contained therein or any amendment amendments or supplement thereto or in any Issuer Free Writing Prospectus, supplements thereto; (yii) the omission or alleged omission to state in any such document a Registration Document under which Registrable Securities were registered a material fact required to be stated in it therein, or necessary to make the statements in it therein not misleading misleading; or (ziii) any breach violation or alleged violation by the Company (or, with respect to the use of the term “Violation” in Section 2.6(b), by any Security Holder) of the indemnifying parties Securities Act or any Securities Act of any of their respective representationsother jurisdiction in connection with the offering covered by such Registration Document, warranties and agreements contained the Company will reimburse each such Security Holder Indemnified Party for any legal or other expenses reasonably incurred by them in this Agreementconnection with investigating or defending any such Loss as such expenses are incurred; provided, however, that this the indemnity agreement contained in this Section 2.6(a) shall not apply to, and the Company shall not be liable for, amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable in any such case for any such Loss 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 by an untrue statement or omission made based upon a Violation that occurs in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company for use in connection with such registration by or on behalf of any Security Holder Indemnified Party; provided, further, that the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This foregoing indemnity agreement will be in addition with respect to any liability that preliminary prospectus shall not inure to the Company might otherwise havebenefit of any Security Holder Indemnified Party, from whom the Person asserting any such Loss purchased shares in the offering, if a copy of the most current prospectus was not sent or given by or on behalf of such Security Holder Indemnified Party to such Person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the shares to such Person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such Loss.

Company Indemnification. The Company agrees will indemnify the Purchaser (if Registrable Securities held by the Purchaser are included in the securities as to indemnify which such registration is being effected), each of its officers and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, members and each Sales Agent Affiliate, if any, 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 person controlling the Purchaser within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, 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 thereto, incident to any such Registration Statement, or in based on any Issuer Free Writing Prospectus, 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 it light of the circumstances in which they were made, not misleading misleading, or (zB) any breach violation by any the Company of the indemnifying parties 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 the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any of their respective representationslegal and any other expenses reasonably incurred, warranties and agreements contained as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by an instrument duly executed by the Sales Agent expressly Purchaser or controlling person, and stated to be specifically for inclusion use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any document other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as described 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 clause (x) of such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 9(a). This indemnity agreement will be 5.3(i)(i) shall not apply to amounts paid in addition to 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 the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, Agents and each Sales Agent Affiliateperson, if any, from and who controls the Agents within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, 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 thereto to the Registration Statement, the Prospectuses or the Disclosure Package, or in any Issuer Free Writing Prospectusapplication 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, (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 not misleading or (z) any breach by any light of the indemnifying parties 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 of their respective representations, warranties and agreements contained in this Agreementsuch 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 by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectuses or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by and through the Sales Agent Agents expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The Whether or not the transactions contemplated hereby are consummated, the Company agrees to shall indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent-Related Persons, and each Sales Agent AffiliateBank and Designated Bidder and each of their respective officers, if anydirectors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, claimsdamages, liabilitiespenalties, actions, judgments, suits, costs, charges, expenses and damages disbursements (includingincluding attorney costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, but not limited toresignation or replacement of the Agent or replacement of any Bank or Designated Bidder) be imposed on, incurred by or asserted against any and all reasonable and documented investigativesuch Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, legal and other expenses incurred or the transactions contemplated hereby, or any action taken or omitted by any such Person under or 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 foregoing, including with respect to any indemnifying parties investigation, litigation or between proceeding (including any indemnified insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party and any third partythereto (all the foregoing, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Actcollectively, 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 thereto or in any Issuer 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 not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement"Indemnified Liabilities"); provided, however, that this indemnity agreement the Company shall not apply have no obligation hereunder to any Indemnified Person with respect to (i) Indemnified Liabilities to the extent that such loss, claim, liability, expense or damage arises resulting from the sale gross negligence or willful misconduct of such Indemnified Person (ii) any violation of any banking law or regulation by such Indemnified Person, (iii) any liability as between or among any Indemnified Person or their respective shareholders and controlling persons, (iv) any default hereunder by any Person other than the Company, or (v) any Taxes or Other Taxes, except to the extent such Taxes or Other Taxes are indemnified against by other provisions of this Agreement. The agreements in this Section shall survive payment of all other obligations of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveCompany.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agenteach Holder, the directors, each of its officers, members, directors and partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliateperson controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, from and against each person who controls 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 underwriter within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages and liabilities (or damages arise actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any registration statement, prospectus, offering circular or the Prospectus other document, or any amendment or supplement thereto thereto, incident to any such registration, qualification or in compliance, or based on any Issuer Free Writing Prospectus, omission (y) the omission or alleged omission omission) to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein, not misleading misleading, or (z) any breach violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the indemnifying parties Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of their respective representationsthe Company, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement which consent shall not apply be unreasonably withheld, and that the Company will not 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 by an based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly a Holder or underwriter specifically for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The To the fullest extent permitted by law, the ----------------------- Company agrees to will indemnify and hold harmless the Sales Agenteach Selling Holder, the its partners, directors, officers, membersemployees and agents and each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act or the Exchange Act) and each such controlling Person's partners, directors, officers, employees and agents of the Sales Agent (each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliate, if any, such Person being a "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 expenses (collectively, "Losses" 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 assertedindividually a "Loss"), as and when incurredjoint or several, to which the Sales Agent, 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 thereto to such Registration Statement or in any Issuer Free Writing Prospectus, (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 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 it not misleading connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreementsuch 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 by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such Covered Person or the Selling Holder specifically for use in 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 such Loss, in any case in which such delivery is required by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveSecurities Act.

Company Indemnification. The Company agrees to indemnify Whether or not the transactions contemplated hereby are consummated, the Companies shall indemnify, defend and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent-Related Persons, and each Sales Agent AffiliateBank and each of its respective officers, if anydirectors, employees, counsel, agents and attorneys-in-fact (each, an “Indemnified Person”) from and against any and all liabilities, obligations, losses, claimsdamages, liabilitiespenalties, actions, judgments, suits, costs, charges, expenses and damages disbursements (includingincluding Attorney Costs) of any kind or nature whatsoever (other than expenses described in Section 11.4 whether or not required to be reimbursed thereunder) which may at any time (including at any time following repayment of the Loans, but not limited tothe termination of the Letters of Credit or this Agreement and the termination, resignation or replacement of the Agent or replacement of any and all reasonable and documented investigativeBank) be imposed on, legal and other expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein or therein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or 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 foregoing, including with respect to any indemnifying parties investigation, litigation or between proceeding (including any indemnified Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party and any third partythereto (all the foregoing, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Actcollectively, the Exchange Act “Indemnified Liabilities”); provided, that the Companies shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the bad faith, gross negligence or other federal or state statutory law or regulation, at common law or otherwise, insofar as willful misconduct of such losses, claims, Indemnified Person; and provided further the Companies shall have no obligations with respect to tax liabilities, expenses funding costs 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 thereto or in any Issuer 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 not misleading or (z) any breach by any of the indemnifying parties capital costs of any of their respective representations, warranties and agreements contained Indemnified Person except as set forth in this Agreement; provided. The agreements in this Section shall survive payment of all other Obligations and the termination of this Agreement. At the election of any Indemnified Person, however, that this indemnity agreement the Companies shall not apply defend such Indemnified Person using legal counsel mutually acceptable to the extent that Companies, the Agent, the Majority Banks and such lossIndemnified Person, claim, liability, at the sole cost and expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of 100 Companies. All amounts owing under this Section 9(a). This indemnity agreement will shall be in addition to any liability that the Company might otherwise havepaid within 30 days after demand.

Company Indemnification. The In the event any Shares are included in a ----------------------- registration statement pursuant to this Agreement, the Company agrees to will indemnify and hold harmless the Sales AgentDIRECTV, the directors, its officers, membersdirectors and legal counsel, partnersany underwriter (as defined in the Securities Act) for DIRECTV and each person, employees and agents if any who controls DIRECTV or underwriter within the meaning of the Sales Agent each broker dealer affiliate of Securities Act or the Sales AgentExchange Act, and each Sales Agent Affiliate, if any, 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 partydamages, or otherwise, liabilities (joint or any claim asserted), as and when incurred, several) to which the Sales Agent, or any such person, they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectly, on violations (xcollectively a "Violation") by the Company: (i) any untrue statement or alleged untrue ---------- statement of a material fact contained in the Registration Statement such registration statement, including any preliminary prospectus or the Prospectus final prospectus contained therein or any amendment amendments or supplement thereto or in any Issuer Free Writing Prospectussupplements thereto, (yii) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements in it therein not misleading misleading, or (ziii) any breach violation or alleged violation by any the Company of the indemnifying parties of Securities Act, the Exchange Act, any of their respective representationsstate securities law or any rule or regulation promulgated under the Securities Act, warranties the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and agreements contained the Company will reimburse DIRECTV and such officers, directors, legal counsel, underwriter or controlling person for any legal or other expenses reasonably incurred by them in this Agreementconnection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this the indemnity agreement contained in this Section 5.1 shall not neither apply to the extent that amounts paid in settlement of any such loss, claim, liabilitydamage, expense liability or damage arises from action if such settlement is effected without the sale consent of the Placement Shares pursuant Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to this Agreement and the extent that it arises out of or is caused directly by an untrue statement or omission made based upon a Violation which occurs in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion use in any document as described in clause (x) connection with such registration by DIRECTV or such officer, director, or controlling person of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveDIRECTV.

Company Indemnification. The In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company agrees to shall indemnify and hold harmless the Sales Agentselling Holder of such Registrable Securities, the its partners, directors, officers, members, partners, officers and employees and agents any fund manager or fiduciary (which Persons shall be deemed to be included in the term seller in this Section 6.1), each underwriter of the Sales Agent each broker dealer affiliate of the Sales Agent, such Registrable Securities and each Sales Agent Affiliateother Person, if any, from and who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agentsuch 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 Securities 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 thereto to such Registration Statement, or in any Issuer Free Writing Prospectus, (y) arise out of or are based 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 in it therein not misleading or (z) any breach by any in the case of a prospectus, in light of the indemnifying parties of circumstances under which they were made); and the Company shall reimburse such seller, underwriter and each such controlling Person for any of their respective representationslegal or any other expenses reasonably incurred by such seller, warranties and agreements contained underwriter or controlling Person in this Agreementconnection 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 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 by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such seller, underwriter or controlling Person for use in the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability preparation thereof; provided, further, that the Company might otherwise haveshall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an 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 final prospectus.

Company Indemnification. The To the fullest extent permitted by law, the Company agrees to will indemnify and hold harmless the Sales Agenteach Selling Holder, the its partners, directors, officers, membersemployees and agents and each other Person, if any, who controls such Selling Holder (within the meaning of the Securities Act or the Exchange Act) and each such controlling Person's partners, directors, officers, employees and agents of the Sales Agent (each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliate, if any, such Person being a "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 expenses (collectively, "Losses" 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 assertedindividually a "Loss"), as and when incurredjoint or several, to which the Sales Agent, 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 thereto to such Registration Statement or in any Issuer Free Writing Prospectus, (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 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 it not misleading connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreementsuch 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 by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such Covered Person or the Selling Holder specifically for use in 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 such Loss, in any case in which such delivery is required by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveSecurities Act.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, Benchmark and each Sales Agent Affiliateperson, if any, from and who controls Benchmark within the meaning of the Act or the Exchange Act against any and all losses, claims, damages or liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, Benchmark or any such person, controlling person may become subject subject, under Section 15 of the Securities Act, Act or Section 20 of the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseAct, 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 thereto thereto) or in any Issuer Free Writing Prospectusthe Disclosure 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 in it therein not misleading or and (zb) any breach by any in the case of the indemnifying parties 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 their respective representationscounsel for Benchmark, warranties and agreements contained for other documented expenses reasonably incurred by Benchmark in this Agreementconnection 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 by or are based upon an untrue statement or alleged untrue statement or omission or alleged 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 strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent and through Benchmark as set forth in Section 10(b) below expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The Company agrees to indemnify Whether or not the transactions contemplated hereby are consummated, the Companies shall indemnify, defend and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent-Related Persons, and each Sales Agent AffiliateBank and each of its respective officers, if anydirectors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") from and against any and all liabilities, obligations, losses, claimsdamages, liabilitiespenalties, actions, judgments, suits, costs, charges, expenses and damages disbursements (includingincluding Attorney Costs) of any kind or nature whatsoever (other than expenses described in SECTION 11.4 whether or not required to be reimbursed thereunder) which may at any time (including at any time following repayment of the Loans and the termination of the Letters of Credit and the termination, but not limited toresignation or replacement of the Agent or replacement of any Bank) be imposed on, incurred by or asserted against any and all reasonable and documented investigativesuch Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein or therein, legal and other expenses incurred or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or 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 foregoing, including with respect to any indemnifying parties investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, or related to any Offshore Currency transactions entered into in connection herewith, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Companies shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the bad faith, gross negligence or willful misconduct of such Indemnified Person or arising from disputes solely between any indemnified party Indemnified Persons; and any third party, or otherwise, or any claim asserted), as and when incurred, provided further the Companies shall have no obligations with respect to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, tax liabilities, expenses funding costs 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 thereto or in any Issuer 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 not misleading or (z) any breach by any of the indemnifying parties capital costs of any of their respective representations, warranties and agreements contained Indemnified Person except as set forth in this Agreement; provided, however, . The agreements in this SECTION shall survive payment of all other Obligations. The Companies agree that this indemnity agreement they shall not apply enter into any settlement with respect to any Indemnified Liabilities without the consent of the Indemnified Person unless such settlement (i) does not result in any liability or admission of wrong doing by the Indemnified Person and (ii) results in total and complete release of all claims against such Indemnified Person. At the election of any Indemnified Person, the Companies shall defend such Indemnified Person using legal counsel mutually acceptable to the extent that Companies, the Agent, the Required Banks and such lossIndemnified Person, claim, liability, at the sole cost and expense or damage arises from the sale of the Placement Shares pursuant to Companies. All amounts owing under this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a)SECTION shall be paid within 30 days after demand. This indemnity agreement will be in addition to any liability that the Company might otherwise have.101

Company Indemnification. The Company agrees will indemnify the Purchaser (if Registrable Securities held by the Purchaser are included in the securities as to indemnify which such registration is being effected), each of its officers and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, members and each Sales Agent Affiliate, if any, 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 person controlling the Purchaser within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, 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 thereto, incident to any such Registration Statement, or in based on any Issuer Free Writing Prospectus, 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 it light of the circumstances in which they were made, not misleading misleading, or (zB) any breach violation by any the Company of the indemnifying parties 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 the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any of their respective representationslegal and any other expenses reasonably incurred, warranties and agreements contained as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by an instrument duly executed by the Sales Agent expressly Purchaser or controlling person, and stated to be specifically for inclusion use therein, (Y) the use by a Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) a Purchaser’s (or any document other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as described 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 clause (x) of such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 9(a). This indemnity agreement will be 5.3(h)(i) shall not apply to amounts paid in addition to 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 the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, members and each Sales Agent Affiliate, if any, 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 Person controlling such Purchaser within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based, directly or indirectly, on based on: (xi) 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 thereto, incident to any such Registration Statement, or in based on any Issuer Free Writing Prospectus, 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 it light of the circumstances in which they were made, not misleading misleading; or (zii) any breach violation by any the Company of the indemnifying parties 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 of their respective representationslegal and any other expenses reasonably incurred, warranties and agreements contained as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on: (A) any untrue statement or omission or alleged untrue statement or alleged omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by an instrument duly executed by such Purchaser or controlling Person, and stated to be specifically for use therein; (B) the Sales Agent expressly for inclusion 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 (C) a Purchaser’s (or any document other Indemnified Party’s) failure to send or give a copy of the prospectus or supplement (as described 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 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 clause (x) of such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 9(a). This indemnity agreement will be 10.9(a) shall not apply to amounts paid in addition to 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, conditioned or delayed).

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 the Sales Agentseller of such Registrable Shares, the its partners, directors, officers, members, partners, officers and employees and agents any fund manager or fiduciary (which persons shall be deemed to be included in the term seller in this Section 6.1), each underwriter of the Sales Agent each broker dealer affiliate of the Sales Agent, such Registrable Shares and each Sales Agent Affiliateother person, if any, from and who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agentsuch 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 thereto to such Registration Statement, or in any Issuer Free Writing Prospectus, (y) arise out of or are based 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 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 it not misleading connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representationssuch loss, warranties and agreements contained in this Agreementclaim, 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 by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havepreparation thereof.

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 the Sales Agenteach Selling Holder, the its respective officers, employees, Affiliates, directors, officerspartners, members, partners, employees attorneys and agents of the Sales Agent each broker dealer affiliate of the Sales Agentagents, and each Sales Agent Affiliateother Person, if any, from and who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being a “Covered Person”) against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, 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 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 thereto to such Registration Statement, any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any application or other document or communication (in this paragraph collectively called an “application”) executed by or on behalf of the Company, or based upon written information furnished by or on behalf of the Company, filed in any Issuer Free Writing Prospectusjurisdiction in order to qualify any securities covered by such registration statement under the “blue sky” or securities law thereof, or (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 therein not misleading; and the Company will promptly reimburse, but in it not misleading no event more than three (3) Business Days after request for payment, such Covered Person for any legal or (z) any breach other expenses reasonably incurred by such Covered Person in connection with investigating or defending any of the indemnifying parties of any of their respective representationssuch loss, warranties and agreements contained in this Agreementclaim, 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 only to the extent (i) 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 by an based upon any untrue statement or omission made in such Registration Statement or prospectus, any such amendment or supplement or any such issuer free writing prospectus or application, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by the Sales Agent expressly or on behalf of such Covered Person specifically for inclusion in any document as described in clause use therein or (xii) of this Section 9(a). This indemnity agreement will amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be in addition to any liability that the Company might otherwise haveunreasonably withheld, conditioned or delayed.

Company Indemnification. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless the Sales Agenteach Holder, the directors, officers, membersdirectors, partners, agents and employees and agents of each Holder, any underwriter (as defined in the Sales Agent each broker dealer affiliate of the Sales AgentSecurities Act) for such Holder, and each Sales Agent Affiliateperson, if any, from and who controls such Holder or underwriter, within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, liabilities, expenses and damages or liabilities (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)joint or several) of, any action, suit or proceeding between to which any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, them may become subject under the Securities Act, . the Exchange Act or Act, other federal or state statutory law or regulation, at common law or otherwise, and to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions or proceedings in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectly, on violations (xa "VIOLATION"): (a) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement any registration statement under which Registrable Securities were registered, including any preliminary prospectus or the Prospectus final prospectus contained therein or any amendment amendments or supplement thereto or in any Issuer Free Writing Prospectussupplements thereto, (yb) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements therein, in it light of the circumstances under which they were made, not misleading misleading, or (zc) any breach violation or alleged violation by any the Company of the indemnifying parties of Securities Act, the Exchange Act, any of their respective representationsstate securities law or any rule or regulation under the Securities Act, warranties and agreements contained the Exchange Act or any state securities law. The indemnity provisions in this Agreement; provided, however, that this indemnity agreement Section 7.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the extent that consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to a Holder in any case for any such loss, claim, liabilitydamage, expense liability or damage action (i) to the extent that it arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly by an untrue statement or omission made based upon a Violation which occurs in reliance upon and in strict conformity with written information relating furnished expressly for use in connection with such registration by or on behalf of such Holder, underwriter or controlling person or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter in a distribution solely on behalf of such 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 Holder failed to deliver a copy of the final or amended prospectus at or prior to the Sales Agent and furnished confirmation of the sale of the Registrable Securities, as the case may be, to the Company person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Sales Agent expressly Securities Act and such loss, claim, damage, liability or action would not have occurred but for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havesuch failure.

Company Indemnification. The In the case of any offering registered pursuant to this Section 5, the Company agrees to indemnify and hold harmless the Sales AgentStockholder, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliateunderwriter, if any, from of the Subject Stock under such registration and each person who controls any of the foregoing within the meaning of Section 15 of the Securities Act, and any director or officer of the foregoing, harmless against any and all losses, claims, liabilities, expenses and damages or liabilities (including, but not limited to, any and all including reasonable and documented investigative, legal fees and other reasonable expenses incurred in connection with, the investigation and any and all amounts paid in settlement (in accordance with Section 9(c)defense thereof) of, any action, suit to which they or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiseotherwise (collectively "Losses"), insofar as any such losses, claims, liabilities, expenses or damages Losses shall arise out of or are based, directly or indirectly, on shall be based upon (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or registration statement relating to the Prospectus or sale of such Subject Stock (as amended if the Company shall have filed with the Commission any amendment thereof), or supplement thereto or in any Issuer Free Writing Prospectus, (y) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements therein, in it light of the circumstances under which they were made, not misleading or (zii) any breach by untrue statement or alleged untrue statement of a material fact contained in the prospectus relating to the sale of such Subject Stock (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the indemnifying parties of any of their respective representationscircumstances under which they were made, warranties and agreements contained in this Agreementnot misleading; provided, however, that the indemnification agreement contained in this indemnity agreement Section 5(f) shall not apply to the extent that such loss, claim, liability, expense Losses which shall arise out of or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an shall be based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, which shall have been made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished in writing to the Company by the Sales Agent expressly Stockholder, specifically for inclusion use in connection with the preparation of the registration statement or prospectus contained in the registration statement or any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havesuch amendment thereof or supplement thereto.

Company Indemnification. The Company agrees to shall indemnify and hold harmless the Sales Agenteach Eligible Holder participating in a registration, the directors, each of such Eligible Holder's officers, members, directors and partners, employees its legal counsel and agents accountants and each Person controlling such Eligible Holder within the meaning of Section 15 of the Sales Agent each broker dealer affiliate of the Sales AgentSecurities Act, with respect to whom registration, qualification, or compliance has been effected pursuant to this Section 3, and each Sales Agent Affiliateunderwriter, if any, from and each Person who controls within the meaning of Section 15 of the Securities Act any underwriter, against any and all lossesexpenses, claims, liabilitieslosses, expenses damages and damages liabilities (includingor actions, 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 partyproceedings, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise settlements in respect thereof) 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 any Registration Statement Statement, prospectus, offering circular, or the Prospectus other document incident to any such registration, qualification, or compliance, or based on any amendment or supplement thereto or in any Issuer Free Writing Prospectus, omission (y) the omission or alleged omission omission) to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading misleading, or (z) any breach violation by any the Company of the indemnifying parties Securities Act or of any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of their respective representationsthe Company in connection with any such registration, warranties qualification, or compliance, and agreements contained will reimburse each such Eligible Holder, each of such Eligible Holder's officers, directors, partners, legal counsel and accountants, and each Person so controlling such Eligible Holder, as well as each such underwriter, and each Person who so controls any such underwriter, for any legal and any other expenses reasonably incurred by them in this Agreementconnection with investigating and defending or settling any such claim, loss, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such claim, loss, damage, liability or action arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by or on behalf of such Eligible Holder or underwriter and stated to be specifically for use therein. Notwithstanding the foregoing, the Company's obligations under this indemnity agreement Subsection 3.6.1 shall not apply to the extent that amounts paid in settlement of any such loss, claim, liabilitydamage, expense liability or damage arises from action if such settlement is effected without the sale consent of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(awhich consent shall not be unreasonably withheld). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales AgentInvestor, the and each of its respective officers, employees, affiliates, directors, officerspartners, members, partners, employees attorneys and agents of the Sales Agent each broker dealer affiliate of the Sales Agentagents, and each Sales Agent Affiliateperson, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any and all expenses, losses, judgments, claims, damages or liabilities, expenses and damages (includingwhether joint or several, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise arising out of or are based, directly or indirectly, on (x) based upon any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement or the Prospectus Statement, or any amendment or supplement thereto to such Registration Statement, or in arising out of or based upon any Issuer Free Writing Prospectus, omission (y) the omission or alleged omission 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 misleading, or (z) any breach violation by any the Company of the indemnifying parties Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any of their respective representationssuch registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, warranties and agreements contained in this Agreementloss, judgment, claim, damage, liability or action; provided, however, that this indemnity agreement shall the Company will not apply be liable in any such case to the extent that any such expense, 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 by an based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by the Sales Agent Investor expressly for inclusion use therein, or is based on the Investor’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in any document as described accordance with the plan of distribution contained in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveprospectus.

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 the Sales Agentseller of such Registrable Shares, the directors, officers, members, partners, employees and agents each underwriter of the Sales Agent each broker dealer affiliate of the Sales Agent, such Registrable Shares and each Sales Agent Affiliateother person, if any, from and who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages, costs, expenses or liabilities, expenses and damages joint or several, (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred or actions in connection with, and any and all amounts paid in settlement (in accordance with Section 9(crespect thereof)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agentsuch 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, liabilitiesdamages, costs, expenses 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 thereto to such Registration Statement, or in any Issuer Free Writing Prospectus, (y) arise out of or are based 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 it not misleading or (z) any breach by any the case of a prospectus, in light of the indemnifying parties of circumstances under which they were made) not misleading; and the Company shall reimburse such seller, underwriter and each such controlling person for any of their respective representationslegal or any other expenses reasonably incurred by such seller, warranties and agreements contained underwriter or controlling person in this Agreementconnection with investigating or defending any such loss, claim, damage, cost, expense, liability or action; provided, however, that this indemnity agreement the Company shall not apply be liable to any such seller, underwriter or controlling person in any such case to the extent that any such loss, claim, liabilitydamage, cost, expense or damage liability arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by the Sales Agent expressly or on behalf of such seller, underwriter or controlling person specifically for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havethereof.

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 the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, members and each Sales Agent Affiliate, if any, 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 person controlling such Purchaser within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, to the Exchange Act or other federal or state statutory law or regulationextent permitted by applicable law, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or are based, directly or indirectly, based on (xi) 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 thereto, incident to any such Registration Statement, or in based on any Issuer Free Writing Prospectus, 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 it light of the circumstances in which they were made, not misleading misleading, or (zii) any breach violation by any the Company of the indemnifying parties 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 of their respective representationslegal and any other expenses reasonably incurred, warranties and agreements contained as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and stated to be specifically for use therein, (B) the Sales Agent expressly for inclusion use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability writing that the Company might otherwise haveprospectus is outdated or defective, (C) 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, or (D) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser.

Company Indemnification. The Company agrees to indemnify Whether or not the transactions contemplated hereby are consummated, the Companies shall indemnify, defend and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent-Related Persons, and each Sales Agent AffiliateBank and each of its respective officers, if anydirectors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") from and against any and all liabilities, obligations, losses, claimsdamages, liabilitiespenalties, actions, judgments, suits, costs, charges, expenses and damages disbursements (includingincluding Attorney Costs) of any kind or nature whatsoever (other than expenses described in Section 12.4 129 137 whether or not required to be reimbursed thereunder) which may at any time (including at any time following repayment of the Loans, but not limited tothe termination of the Letters of Credit and Interim Note Guarantee and the termination, resignation or replacement of the Agent or replacement of any and all reasonable and documented investigativeBank) be imposed on, legal and other expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein or therein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or 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 foregoing, including with respect to any indemnifying parties investigation, litigation or between proceeding (including any indemnified party and any third partyInsolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or Interim Note Guarantee or the use of the proceeds thereof, or otherwiserelated to any Offshore Currency transactions entered into in connection herewith, whether or not any claim asserted)Indemnified Person is a party thereto (all the foregoing, as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Actcollectively, the Exchange Act "Indemnified Liabilities"); provided, that the Companies shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the bad faith, gross negligence or other federal or state statutory law or regulation, at common law or otherwise, insofar as willful misconduct of such losses, claims, Indemnified Person; and provided further the Companies shall have no obligations with respect to tax liabilities, expenses funding costs 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 thereto or in any Issuer 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 not misleading or (z) any breach by any of the indemnifying parties capital costs of any of their respective representations, warranties and agreements contained Indemnified Person except as set forth in this Agreement; provided, however, . The agreements in this Section shall survive payment of all other Obligations. The Companies agree that this indemnity agreement they shall not apply enter into any settlement with respect to any Indemnified Liabilities without the consent of the Indemnified Person unless such settlement (i) does not result in any liability or admission of wrong doing by the Indemnified Person and (ii) results in total and complete release of all claims against such Indemnified Person. At the election of any Indemnified Person, the Companies shall defend such Indemnified Person using legal counsel mutually acceptable to the extent that Companies, the Agent, the Required Banks and such lossIndemnified Person, claim, liability, at the sole cost and expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of Companies. All amounts owing under this Section 9(a). This indemnity agreement will shall be in addition to any liability that the Company might otherwise havepaid within 30 days after demand.

Company Indemnification. The Company agrees will indemnify the Purchaser who holds Registrable Securities (if Registrable Securities held by the Purchaser are included in the securities as to indemnify which such registration is being effected), each of its officers and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, members and each Sales Agent Affiliate, if any, 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 person controlling the Purchaser within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, 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 thereto, incident to any such Registration Statement, or in based on any Issuer Free Writing Prospectus, 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 it light of the circumstances in which they were made, not misleading misleading, or (zB) any breach violation by any the Company of the indemnifying parties 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 the Purchaser, each of its officers and directors, partners, members and each person controlling the Purchaser, for any of their respective representationslegal and any other expenses reasonably incurred, warranties and agreements contained as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by an instrument duly executed by the Sales Agent expressly Purchaser or controlling person, and stated to be specifically for inclusion use therein, (Y) the use by the Purchaser of an outdated or defective prospectus after the Company has notified the Purchaser in writing that the prospectus is outdated or defective or (Z) the 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. The liability of the Company for indemnification under this Subsection 10.9(a) shall not exceed the amount of net proceeds to the Purchaser of the securities sold in any document as described in clause (x) of this Section 9(a)such registration. This indemnity agreement will be in addition sub-clause 10.9(a) does not operate to entitle the Purchaser or other person to any liability that the Company might otherwise haveindemnity, make any claim, obtain any remedy or receive any amount in respect of any matter provided for in Section 10.2.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, Canaccord and each Sales Agent Affiliateperson, if any, from and who controls Canaccord against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, 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 thereto to the Registration Statement, the Prospectus or the Disclosure Package, or in any Issuer Free Writing Prospectusapplication 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, (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 not misleading misleading, and will reimburse Canaccord for any reasonable legal expenses and for other expenses reasonably incurred by Canaccord in connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreementsuch 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 by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent and through Canaccord expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

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 the Sales Agentseller of such Registrable Shares, the its partners, directors, officers, members, partners, officers and employees and agents any fund manager or fiduciary (which persons shall be deemed to be included in the term seller in this Section 6.1), each underwriter of the Sales Agent each broker dealer affiliate of the Sales Agent, such Registrable Shares and each Sales Agent Affiliateother person, if any, from and who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agentsuch 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 thereto to such Registration Statement, or in any Issuer Free Writing Prospectus, (y) arise out of or are based 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 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 it not misleading connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representationssuch loss, warranties and agreements contained in this Agreementclaim, damage, liability or action; provided, however, that this indemnity agreement the Company shall not apply be liable to any such seller, underwriter or controlling 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 by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havepreparation thereof.

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 the Sales Agentseller of such Registrable Shares, the directors, officers, members, partners, employees and agents each underwriter of the Sales Agent each broker dealer affiliate of the Sales Agent, such Registrable Shares and each Sales Agent Affiliateother person, if any, from and who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agentsuch 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 thereto to such Registration Statement, or in any Issuer Free Writing Prospectus, (y) arise out of or are based 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 it not misleading or (z) any breach by any the case of a prospectus, in light of the indemnifying parties of circumstances under which they were made) not misleading; and the Company shall reimburse such seller, underwriter and each such controlling person for any of their respective representationslegal or any other expenses reasonably incurred by such seller, warranties and agreements contained underwriter or controlling person in this Agreementconnection 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 by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havepreparation thereof.

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 the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, members and each Sales Agent Affiliate, if any, 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 person controlling such Purchaser within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, 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 thereto, incident to any such Registration Statement, or in based on any Issuer Free Writing Prospectus, 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 it light of the circumstances in which they were made, not misleading misleading, or (zB) any breach violation by any the Company of the indemnifying parties 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 of their respective representationslegal and any other expenses reasonably incurred, warranties and agreements contained as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by an instrument duly executed by such Purchaser or controlling person, and stated to be specifically for use therein, (Y) the Sales Agent expressly for inclusion 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 document other indemnified person’s) failure to send or give a copy of the prospectus or supplement (as described 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 clause (x) of such prospectus or supplement; provided, further, that the indemnity agreement contained in this Section 9(a). This indemnity agreement will be 11.12(a) shall not apply to amounts paid in addition to 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 In the event of any registration of any securities under the Securities Act pursuant to this Section 12, the Company agrees to will indemnify and hold harmless the Sales Agenteach offering Eligible Holder, the directors, officers, members, partners, employees and agents each underwriter of the Sales Agent each broker dealer affiliate of the Sales Agent, such securities and each Sales Agent Affiliateother Person, if any, from and who controls such Eligible Holder or such underwriter within the meaning of the Securities Act, against any and all losses, claims, damages, or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agentsuch Eligible Holder, such underwriter or any such person, controlling 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, liabilitiesdamages, expenses 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 securities were registered under the Registration Statement Securities Act, any preliminary prospectus or the Prospectus final prospectus contained therein, or any amendment or supplement thereto statement thereto, or in any Issuer Free Writing Prospectus, (y) arise out of or are based 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; and will reimburse such Eligible Holder, such underwriter and each such controlling Person for any reasonable legal and any other expenses reasonably incurred by such Eligible Holder, such underwriter, or such controlling Person in it not misleading connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representationssuch loss, warranties and agreements contained in this Agreementclaim, damage, liability or action; provided, however, that this indemnity agreement shall the Company will not apply be liable in any such case to the extent that any such loss, claim, liabilitydamage, expense or damage liability arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration statement, said preliminary prospectus, or said prospectus or said amendment or supplement in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company through an instrument duly executed by such Eligible Holder or such underwriter specifically for use in the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability preparation thereof and, provided further that the Company might otherwise haveshall not be liable to any Eligible Holder or Person who participates as an underwriter, in the offering or sale of Conversion Shares or to any other Person, if any, who controls such Eligible Holder or underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Conversion Shares to such Person if such statement or omission was corrected in such final prospectus.

Company Indemnification. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless the Sales Agenteach Holder, the directors, officers, members, partners, employees officers and agents directors of each Holder, any underwriter (as defined in the Sales Agent each broker dealer affiliate of the Sales Agent, Securities Act) for such Holder and each Sales Agent Affiliateperson, if any, from and who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the “1934 Act”), 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 partydamages, or otherwise, liabilities (joint or any claim asserted), as and when incurred, several) to which the Sales Agent, or any such person, they may become subject under the Securities Act, the Exchange 1934 Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectly, on violations (xcollectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement, including any preliminary prospectus or the Prospectus final prospectus contained therein or any amendment amendments or supplement thereto or in any Issuer Free Writing Prospectussupplements thereto, (yii) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements in it therein not misleading misleading, or (ziii) any breach violation or alleged violation by any the Company of the indemnifying parties of Securities Act, the 1934 Act, any of their respective representationsstate securities law or any rule or regulation promulgated under the Securities Act, warranties the 1934 Act or any state securities law in connection with the offering covered by such registration statement; and agreements contained the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses as reasonably incurred by them in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that connection with investigating or defending any such loss, claim, liabilitydamage, expense liability or damage arises from action; provided however, that the sale indemnity agreement contained in this Section 3.8.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Placement Shares pursuant Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to this Agreement and the extent that it arises out of or is caused directly by an untrue statement or omission made based upon a Violation which occurs in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion use in any document as described in clause (x) connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havesuch Holder.

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 the Sales Agentseller of such Registrable Shares, the directors, officers, members, partners, employees and agents each underwriter of the Sales Agent each broker dealer affiliate of the Sales Agent, such Registrable Shares and each Sales Agent Affiliateother person, if any, from and who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages, costs, expenses or liabilities, expenses and damages joint or several, (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred or actions in connection with, and any and all amounts paid in settlement (in accordance with Section 9(crespect thereof)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agentsuch 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, liabilitiesdamages, costs, expenses 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 thereto to such Registration Statement, or in any Issuer Free Writing Prospectus, (y) arise out of or are based 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 it not misleading or (z) any breach by any the case of a prospectus, in light of the indemnifying parties of circumstances under which they were made) not misleading; and the Company shall reimburse such seller, underwriter and each such controlling person for any of their respective representationslegal or any other expenses reasonably incurred by such seller, warranties and agreements contained underwriter or controlling person in this Agreementconnection with investigating or defending any such loss, claim, damage, cost, expense, liability or action; provided, however, that this indemnity agreement the Company shall not apply be liable to any such seller, underwriter or controlling person in any such case to the extent that any such loss, claim, liabilitydamage, cost, expense or damage liability arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by the Sales Agent expressly or on behalf of such seller, underwriter or controlling person specifically for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havethereof.

Company Indemnification. The Company agrees to indemnify and hold harmless To the Sales Agentextent permitted by law, the directorsCompany will indemnify each Holder, each of its officers, members, partners, employees directors and agents of the Sales Agent each broker dealer affiliate of the Sales Agentpartners and such Holder’s legal counsel and independent accountants, and each Sales Agent Affiliateperson controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, from and against each person who controls 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 underwriter within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages and liabilities (or damages arise actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, arising out of or are based, directly or indirectly, based on (x) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement any registration statement, prospectus, offering circular or the Prospectus other document, or any amendment or supplement thereto thereto, incident to any such registration, qualification or in compliance, or based on any Issuer Free Writing Prospectus, omission (y) the omission or alleged omission omission) to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein, not misleading misleading, or (z) any breach violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the indemnifying parties Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners and such Holder’s legal counsel and independent accountants, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided the Company shall not be liable for amounts paid in settlement of any claims if such settlement is made without the consent of their respective representationsthe Company, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement which consent shall not apply be unreasonably withheld, and that the Company will not 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 by an based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly an instrument duly executed by or on behalf of such Holder or underwriter and stated to be specifically for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The 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 the Sales Agenteach Selling Holder, the directorsits Affiliates, officers, members, partners, employees its directors and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, officers and each Sales Agent Affiliateother Person, if any, from and who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person being a “Covered Person”) against any and all losses, claims, damages, liabilities, costs or expenses and damages (includingincluding reasonable attorneys’ fees, but not limited to, any and all reasonable and documented investigative, legal and other expenses whether incurred in connection withan action between the Selling Holder and the Company, 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 a third party and any third party, or otherwise, or any claim asserted), as and when incurredjoint or several, to which the Sales Agent, 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, damages, liabilities, costs or expenses (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 thereto to such Registration Statement or in any Issuer Free Writing Prospectus, (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 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 it not misleading connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representationssuch loss, warranties and agreements contained in this Agreementclaim, 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, damage, liability, cost or expense arises out of or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or prospectus, or any such amendment or supplement, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such Covered Person specifically for use in the Sales Agent expressly for inclusion in any document as described in clause preparation thereof or (xy) of this Section 9(a). This indemnity agreement will be in addition to any liability provided that the Company might otherwise havehas complied with its obligations under Section 3.6, 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 or liability in any case in which such delivery is required by the Securities Act.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agenteach Holder, the directors, each of its officers, members, directors and partners, employees legal counsel, and agents accountants and each person controlling such Holder within the meaning of the Sales Agent each broker dealer affiliate of Securities Act or the Sales AgentExchange Act, with respect to which registration, qualification, or compliance has been effected pursuant to this Section 1, and each Sales Agent Affiliateunderwriter, if any, from and each person who controls within the meaning of the Securities Act or Exchange Act any underwriter, against any and all lossesexpenses, claims, losses, damages, and liabilities, expenses and damages joint or several (includingor actions, 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 partyproceedings, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise settlements in respect thereof) 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 prospectus, offering circular, or other document (including any related registration statement, notification, or the Prospectus like) incident to any such registration, qualification, or compliance, or based on any amendment or supplement thereto or in any Issuer Free Writing Prospectus, omission (y) the omission or alleged omission omission) to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading misleading, or (z) any breach violation or alleged violation by any the Company of the indemnifying parties Securities Act, the Exchange Act, any state securities laws, or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and will reimburse each such Holder, each of their respective representationsits officers, warranties directors, partners, legal counsel, and agreements accountants and each person controlling such Holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use therein. It is agreed that the indemnity agreement contained in this Agreement; provided, however, that this indemnity agreement Section 1.8(a) shall not apply to the extent that amounts paid in settlement of any such loss, claim, damage, liability, expense or damage arises from action if such settlement is effected without the sale consent of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(awhich consent shall not be unreasonably withheld). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliateand each person, if any, from and who controls either Sales Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the a Sales Agent, Agent 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 thereto to the Registration Statement, the Prospectus or the Disclosure Package, or in any Issuer Free Writing Prospectusapplication 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, (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 not misleading misleading, and will reimburse the Sales Agents for any reasonable and documented legal expenses of counsel for the Sales Agents and one set of local counsel in each applicable jurisdiction for the Sales Agents, and for other expenses reasonably incurred by the Sales Agents in connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreementsuch 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 by based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by and through the Sales Agent Agents expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, Agents and each Sales Agent Affiliateperson, if any, from and who controls an Agent against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, 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 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 thereto to the Registration Statement, the Prospectus or the Disclosure Package, or in any Issuer Free Writing Prospectusapplication 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, (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 not misleading misleading, and will reimburse the Agents for any reasonable legal expenses of counsel for the Agents, and for other expenses reasonably incurred by the Agents in connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreementsuch 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 by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent Agents through the Representative expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

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 the Sales Agenteach Selling Holder, the directors, officers, members, partners, employees its directors and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, officers and each Sales Agent Affiliateother Person, if any, from and who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person 7 being a “Covered Person”) against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, 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 thereto) under which such Registrable Shares were registered under the Securities Act, as of the effective date of any such Registration Statement (or supplement thereto any amendment thereto), or in any Issuer Free Writing Prospectus, (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 in it therein not misleading misleading, as of the effective date of any such Registration Statement (or any amendment thereto), or (ziii) solely during the period that the Company is required to keep a prospectus current in accordance with Section 3.2, any breach by 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 indemnifying parties 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 of their respective representationslegal or any other expenses reasonably incurred by such Covered Person, warranties and agreements contained as they are incurred, in this Agreementconnection 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 by an based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or prospectus, or any amendment or supplement thereto, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such Covered Person specifically for use in the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havepreparation thereof.

Company Indemnification. The Company agrees to indemnify Whether or not the transactions ----------------------- contemplated hereby are consummated, the Companies shall indemnify, defend and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent-Related Persons, and each Sales Agent AffiliateBank and each of its respective officers, if anydirectors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") from and against any and all liabilities, obligations, losses, claimsdamages, liabilitiespenalties, actions, judgments, suits, costs, charges, expenses and damages disbursements (includingincluding Attorney Costs) of any kind or nature whatsoever (other than expenses described in Section 11.4 whether or not ------------ required to be reimbursed thereunder) which may at any time (including at any time following repayment of the Loans, but not limited tothe termination of the Letters of Credit or this Agreement and the termination, resignation or replacement of the Agent or replacement of any and all reasonable and documented investigativeBank) be imposed on, legal and other expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein or therein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or 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 foregoing, including with respect to any indemnifying parties investigation, litigation or between proceeding (including any indemnified Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof, whether or not any Indemnified Person is a party and any third partythereto (all the foregoing, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Actcollectively, the Exchange Act "Indemnified Liabilities"); provided, that the Companies shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the bad faith, gross negligence or other federal or state statutory law or regulation, at common law or otherwise, insofar as willful misconduct of such losses, claims, Indemnified Person; and provided further the Companies shall have no obligations with respect to tax liabilities, expenses funding costs 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 thereto or in any Issuer 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 not misleading or (z) any breach by any of the indemnifying parties capital costs of any of their respective representations, warranties and agreements contained Indemnified Person except as set forth in this Agreement; provided. The agreements in this Section shall survive payment of all other Obligations and the termination of this Agreement. At the election of any Indemnified Person, however, that this indemnity agreement the Companies shall not apply defend such Indemnified Person using legal counsel mutually acceptable to the extent that Companies, the Agent, the Majority Banks and such lossIndemnified Person, claim, liability, at the sole cost and expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of Companies. All amounts owing under this Section 9(a). This indemnity agreement will shall be in addition to any liability that the Company might otherwise havepaid within 30 days after demand.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales each Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliateperson, if any, from and who controls any Agent within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act against any and all losses, liabilities, claims, liabilitiesdamages and expenses whatsoever as incurred (including without limitation, expenses reasonable attorneys’ fees and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses whatsoever incurred in connection withinvestigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, 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 assertedor litigation), as and when incurredjoint or several, to which the Sales Agent, they or any such person, of them 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, liabilities, claims, liabilities, damages or expenses (or damages actions in respect thereof) arise out of or are based, directly or indirectly, on based upon (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus Statement, or any post-effective amendment thereof, or supplement thereto arise out of or in any Issuer Free Writing Prospectus, (y) are based upon the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements in it therein not misleading or (zii) any breach by untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or in any supplement thereto or amendment thereof, or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the indemnifying parties Placement Shares, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically), or arise out of any or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of their respective representationsthe circumstances under which they were made, warranties and agreements contained in this Agreementnot misleading; provided, however, that this indemnity agreement shall the Company will not apply be liable in any such case to the extent that any such loss, liability, claim, liability, damage or expense arises out of or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, or any post-effective amendment thereof or the Prospectus, or in any supplement thereto or amendment thereof, or in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Placement Shares, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically) in reliance upon and in strict conformity with the written information relating to the Sales Agent and furnished to the Company by the Sales or on behalf of any Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability use therein, it being understood and agreed that the Company might otherwise haveonly such information furnished by any Agent is the information described as such in Section 10(b) below.

Company Indemnification. The In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company agrees to shall indemnify and hold harmless the Sales Agentseller of such Registrable Shares, the its partners, directors, officers, members, partners, officers and employees and agents any fund manager or fiduciary (which persons shall be deemed to be included in the term seller in this Section 6.1), each underwriter of the Sales Agent each broker dealer affiliate of the Sales Agent, such Registrable Shares and each Sales Agent Affiliateother person, if any, from and who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agentsuch 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 thereto to such Registration Statement, or in any Issuer Free Writing Prospectus, (y) arise out of or are based 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 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 it not misleading connection with investigating or (z) defending 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, liabilitydamage, expense liability or action; PROVIDED, HOWEVER, that the Company shall not be liable to any such seller, underwriter or controlling in any such case to the extent that any such loss, claim, damage or liability arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly by an 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 strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise havepreparation thereof.

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 the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, members and each Sales Agent Affiliate, if any, 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 person controlling such Purchaser within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, 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 thereto, incident to any such Registration Statement, or in based on any Issuer Free Writing Prospectus, 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 it light of the circumstances in which they were made, not misleading misleading, or (zB) any breach violation by any the Company of the indemnifying parties 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 of their respective representationslegal and any other expenses reasonably incurred, warranties and agreements contained as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on (X) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by such Purchaser or controlling person specifically for use therein, (Y) the Sales Agent expressly for inclusion use by a Purchaser of an outdated or defective prospectus after the Company has notified such Purchaser in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be 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.

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 the Sales Agenteach Selling Holder, the its Affiliates, its directors, officers, membersemployees, agents, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agentmembers, attorneys and each Sales Agent Affiliateother Person, if any, from and who controls such Selling Holder within the meaning of the Securities Act or the Exchange Act (each such Person being a “Covered Person”) against any and all losses, claims, judgments, damages, liabilities, costs or expenses and damages (includingincluding reasonable attorneys’ fees, but not limited to, any and all reasonable and documented investigative, legal and other expenses whether incurred in connection withan action between the Selling Holder and the Company, 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 a third party and any third party, or otherwise, or any claim asserted), as and when incurredwhether joint or several, to which the Sales Agent, 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, judgments, damages, liabilities, costs or expenses (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 thereto to such Registration Statement, or in any Issuer Free Writing Prospectus, (yb) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements therein (in it not misleading or (z) any breach by any the case of a prospectus, in light of the indemnifying parties of circumstances under which they were made) not misleading; and the Company will reimburse such Covered Person for any of their respective representationslegal or any other expenses reasonably incurred by such Covered Person in connection with investigating or defending any such loss, warranties and agreements contained in this Agreementclaim, judgment, 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, judgment, damage, liability, cost or expense arises out of or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, preliminary or final prospectus, or any such amendment or supplement, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by or on behalf of such Covered Person specifically for use in the Sales Agent expressly for inclusion preparation of 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 any document as described in clause amendment or supplement to such Registration Statement or (xy) of this Section 9(a). This indemnity agreement will be in addition to any liability provided that the Company might otherwise havehas complied with its obligations under Section 3.8, 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, judgment, damage or liability in any case in which such delivery is required by the Securities Act. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Covered Person and shall survive the transfer of such securities by the Selling Holder.

Company Indemnification. The In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, then to the extent permitted by law, the Company agrees to will indemnify and hold harmless the Sales Agenteach Selling Holder, the its respective officers, employees, Affiliates, directors, officerspartners, members, partners, employees attorneys and agents of the Sales Agent each broker dealer affiliate of the Sales Agentagents, and each Sales Agent Affiliateother Person, if any, from and who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such Person being a “Covered Person”) against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, 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 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 Securities 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 thereto to such Registration Statement, any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any application or other document or communication (in this paragraph collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any Issuer Free Writing Prospectusjurisdiction in order to qualify any Equity Interests covered by such registration statement under the “blue sky” or securities law thereof, or (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 therein (in it not misleading or (z) any breach by any light of the indemnifying parties of circumstances in which they were made) not misleading; and the Company will promptly reimburse, such Covered Person for any of their respective representationslegal or any other expenses reasonably incurred by such Covered Person in connection with investigating or defending any such loss, warranties and agreements contained in this Agreementclaim, 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 only to the extent (i) 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 by an based upon any untrue statement or omission made in such Registration Statement or prospectus, any such amendment or supplement or any such issuer free writing prospectus or application, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company Company, in writing, by the Sales Agent expressly or on behalf of such Covered Person specifically for inclusion in any document as described in clause use therein or (xii) of this Section 9(a). This indemnity agreement will amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be in addition to any liability that the Company might otherwise haveunreasonably withheld, conditioned or delayed.

Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees its officers and agents of the Sales Agent each broker dealer affiliate of the Sales Agentemployees, and each Sales Agent Affiliateperson, if any, from and who controls the Agent within the meaning of the Securities Act or the Exchange Act against any and all lossesloss, claimsclaim, liabilitiesdamage, 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 liability or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted)expense, as and when incurred, to which the Sales AgentAgent or such officer, employee or any such person, controlling person may become subject subject, under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Placement Shares have been offered or sold or at common law or otherwiseotherwise (including in settlement of any litigation), insofar as such lossesloss, claimsclaim, liabilitiesdamage, expenses liability or damages arise expense (or actions in respect thereof as contemplated below) arises out of or are based, directly or indirectly, on is based upon (xi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or supplement thereto or in any Issuer Free Writing Prospectus, (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 misleading; or (zii) any breach by untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) under the Securities Act 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 indemnifying parties circumstances under which they were made, not misleading; and to reimburse the Agent and each such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Agent) as such expenses are appropriately documented and reasonably incurred by the Agent or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any of their respective representationssuch loss, warranties and agreements contained in this Agreementclaim, damage, liability, expense or action; provided, however, that this the foregoing indemnity agreement shall not apply to the extent that such any loss, claim, liabilitydamage, liability or expense to the extent, but only to the extent, arising out of or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion use in the Registration Statement, any document as such Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information described in clause subsection (xb) of below. The indemnity agreement set forth in this Section 9(a). This indemnity agreement will 11(a) shall be in addition to any liability liabilities that the Company might may otherwise have.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, Revere and each Sales Agent Affiliateperson, if any, from and who controls Revere against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, Revere 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 thereto to the Registration Statement, the Prospectus or the Disclosure Package, or in any Issuer Free Writing Prospectusapplication 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, (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 not misleading misleading, and will reimburse Revere for any reasonable legal expenses of counsel for Revere and for other expenses reasonably incurred by Revere in connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreementsuch 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 by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent and through Revere expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveuse therein.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Placement Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliate, if any, from and against any and all losses, claims, damages, or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, or any such person, Placement Agent 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, liabilitiesdamages, expenses 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 material fact contained in the Registration Statement Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Placement Agent for any legal or other expenses reasonably incurred by the Placement Agent in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Prospectus or such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Placement Agent directly or through the Placement Agent expressly for use therein; provided further, that in no event shall the indemnification agreement contained in this subsection inure to the benefit of the Placement Agent (or any person controlling the Placement Agent) on account of any losses, claims, damages, liabilities, or actions arising from the sale of the Shares pursuant to the Offering to any person by the Placement Agent if such losses, claims, damages, liabilities, or options arise out of, or are based upon, an untrue statement or omission or alleged untrue statement or omission in the Prospectus or any amendment or supplement thereto or in any Issuer 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 not misleading 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 by an untrue statement or omission made in reliance based upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Placement Agent expressly specifically for inclusion in any document as described in clause (x) of this Section 9(a)use therein. This The indemnity agreement will in this subsection shall be in addition to any liability that which the Company might may otherwise have/14/ have and shall extend upon the same terms and conditions to each officer, director, or partner of the Placement Agent and to each person, if any, who controls the Placement Agent within the meaning of section 15 of the Securities Act.

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales AgentCantor, the its affiliates and their respective partners, members, directors, officers, membersemployees, partners, employees counsels and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliateperson, if any, from and who controls Cantor or any affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages, expenses or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, Cantor 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, liabilitiesdamages, expenses 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 thereto to the Registration Statement, the Prospectus or the Disclosure Package, or in any Issuer Free Writing Prospectusapplication 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, (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 not misleading misleading, and will reimburse Cantor for any reasonable and documented legal expenses of counsel for Xxxxxx and one set of local counsel in each applicable jurisdiction for Xxxxxx, and for other expenses reasonably incurred by Xxxxxx in connection with investigating or (z) defending any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreementsuch 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 by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent and through Cantor expressly for inclusion in any document as described in clause (x) of this Section 9(a)use therein. This indemnity agreement will be in addition to any liability The Company hereby acknowledges that the only information that Xxxxxx has furnished to the Company might otherwise haveexpressly for use in the Registration Statement, the Prospectus or the Disclosure Package or any such amendment or supplement thereto are the statements set forth in the tenth and eleventh paragraphs under the heading “Plan of Distribution” in the Prospectus (the “Agent Information”).

Company Indemnification. The Company agrees to will indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, Canaccord and each Sales Agent Affiliateperson, if any, from and who controls Canaccord against any and all losses, claims, damages or 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 joint or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurredseveral, to which the Sales Agent, 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, 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 thereto or in any Issuer Free Writing to the Registration Statement, the Prospectus, (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 document 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, a material fact required to be stated in it or necessary to make the statements in it not misleading 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 (z) defending any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreementsuch 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 by based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus or the Disclosure Package, or any such amendment or supplement thereto, in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent and through Canaccord expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability use therein, it being understood and agreed that the only such information furnished by Canaccord to the Company might otherwise haveconsists of the information set forth in the last two paragraphs under the caption “Plan of Distribution” in the Prospectus (herein referered to as the “Agent Information”).

Company Indemnification. The Company agrees to indemnify Whether or not the transactions contemplated hereby are consummated, the Companies shall indemnify, defend and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent-Related Persons, and each Sales Agent AffiliateBank and each of its respective officers, if anydirectors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") from and against any and all liabilities, obligations, losses, claimsdamages, liabilitiespenalties, actions, judgments, suits, costs, charges, expenses and damages disbursements (includingincluding Attorney Costs) of any kind or nature whatsoever (other than expenses described in SECTION 12.4 whether or not required to be reimbursed thereunder) which may at any time (including at any time following repayment of the Loans, but not limited tothe termination of the Letters of Credit and Interim Note Guarantee and the termination, resignation or replacement of the Agent or replacement of any and all reasonable and documented investigativeBank) be imposed on, legal and other expenses incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein or therein, or the transactions contemplated hereby or thereby, or any action taken or omitted by any such Person under or 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 foregoing, including with respect to any indemnifying parties investigation, litigation or between proceeding (including any indemnified party and any third partyInsolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or Interim Note Guarantee or the use of the proceeds thereof, or otherwiserelated to any Offshore Currency transactions entered into in connection herewith, whether or not any claim asserted)Indemnified Person is a party thereto (all the foregoing, as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Actcollectively, the Exchange Act "Indemnified Liabilities"); provided, that the Companies shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities resulting solely from the bad faith, gross negligence or other federal or state statutory law or regulation, at common law or otherwise, insofar as willful misconduct of such losses, claims, Indemnified Person; and provided further the Companies shall have no obligations with respect to tax liabilities, expenses funding costs 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 thereto or in any Issuer 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 not misleading or (z) any breach by any of the indemnifying parties capital costs of any of their respective representations, warranties and agreements contained Indemnified Person except as set forth in this Agreement; provided. The agreements in this Section shall survive payment of all other Obligations. At the election of any Indemnified Person, however, that this indemnity agreement the Companies shall not apply defend such Indemnified Person using legal counsel mutually acceptable to the extent that Companies, the Agent, the Required Banks and such lossIndemnified Person, claim, liability, at the sole cost and expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of Companies. All amounts owing under this Section 9(a)shall be paid within 30 days after demand. This indemnity agreement will be in addition to any liability that the Company might otherwise have.105

Company Indemnification. The Company agrees will indemnify each holder of Registrable Securities (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 the Sales Agent, the directors, officers, members, directors and partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliate, if any, 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 person controlling such holder within the meaning of Section 9(c)) of, any action, suit or proceeding between any 15 of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulationwith respect to which registration has been effected pursuant to this Agreement, at common law or otherwise, insofar as such lossesagainst all expenses, claims, liabilitieslosses, expenses damages or damages arise liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, 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 thereto, incident to any such registration, or in based on any Issuer Free Writing Prospectus, 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 it not misleading or (z) any breach by any light of the indemnifying parties circumstances in which they were made, not misleading, or 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 their respective representationsits officers and directors, warranties and agreements contained each person controlling such holder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in this Agreement; providedconnection with investigating, howeverpreparing 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 by an based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by an instrument duly executed by such holder or controlling person, and stated to be specifically for use therein; provided, further, that the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be contained in addition this subsection 2(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 indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliate, if any, from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable and documented investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto or in any Issuer Free Writing ProspectusProspectus 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 required to be filed in any jurisdiction in order to qualify the Common Shares under the securities laws thereof or filed with the Commission, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreementmisleading; 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 by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

Company Indemnification. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless the Sales Agenteach Holder, the directors, officers, membersdirectors, partners, agents and employees and agents of each Holder, any underwriter (as defined in the Sales Agent each broker dealer affiliate of the Sales AgentSecurities Act) for such Holder, and each Sales Agent Affiliateperson, if any, from and who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, liabilities, expenses and damages or liabilities (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)joint or several) of, any action, suit or proceeding between to which any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, them may become subject under the Securities Act, the Exchange Act or Act, other federal or state statutory law or regulation, at common law or otherwise, and to reimburse them for any legal or any other expenses reasonably incurred by them in connection with investigating any claim, or defending any action or proceeding, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions or proceedings in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectly, on violations (xa "VIOLATION"): (a) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement any registration statement under which Registrable Securities were registered, including any preliminary prospectus or the Prospectus final prospectus contained therein or any amendment amendments or supplement thereto or in any Issuer Free Writing Prospectussupplements thereto, (yb) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein or necessary to make the statements therein, in it light of the circumstances under which they were made, not misleading misleading, or (zc) any breach violation or alleged violation by any the Company of the indemnifying parties of Securities Act, the Exchange Act, any of their respective representationsstate securities law or any rule or regulation under the Securities Act, warranties and agreements contained the Exchange Act or any state securities law. The indemnity provisions in this Agreement; provided, however, that this indemnity agreement Section 8.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the extent that consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to a Holder in any such case for any such loss, claim, liabilitydamage, expense liability or damage action (i) to the extent that it arises from the sale out of the Placement Shares pursuant to this Agreement and or is caused directly by an untrue statement or omission made based upon a Violation which occurs in reliance upon and in strict conformity with written information relating furnished expressly for use in connection with such registration by or on behalf of such Holder, underwriter or controlling person or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder to engage in a distribution solely on behalf of such 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 Holder failed to deliver a copy of the final or amended prospectus at or prior to the Sales Agent and furnished confirmation of the sale of the Registrable Securities, as the case may be, to the Company person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveSecurities Act.

Company Indemnification. The To the extent permitted by Applicable Law, the Company agrees to will indemnify and hold harmless the Sales AgentInvestor, the directors, officers, members, partners, employees officers and agents directors of the Sales Agent each broker dealer affiliate of Investor, any underwriter (as defined in the Sales Agent, Securities Act) for the Investor and each Sales Agent AffiliatePerson, if any, from and who controls the Investor or underwriter within the meaning of the Securities Act or the Exchange Act, 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 partydamages, or otherwise, liabilities (joint or any claim asserted), as and when incurred, several) to which the Sales Agent, or any such person, they may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, liabilities, expenses damages or damages liabilities (or actions in respect thereof) arise out of or are basedbased upon any of the following statements, directly omissions or indirectlyviolations (collectively, on a "Violation") by the Company: (xA) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement such registration statement, including any preliminary prospectus or the Prospectus final prospectus contained therein or any amendment amendments or supplement thereto or in any Issuer Free Writing Prospectussupplements thereto, (yB) the omission or alleged omission to state in any such document therein a material fact required to be stated in it therein, or necessary to make the statements in it therein not misleading misleading, or (zC) any breach violation or alleged violation by any the Company of the indemnifying parties of Securities Act, the Exchange Act, any of their respective representationsstate securities law or any rule or regulation promulgated under the Securities Act, warranties the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and agreements contained the Company will reimburse the Investor, partner, officer or director, underwriter or controlling Person for any legal or other expenses as reasonably incurred by them in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that connection with investigating or defending any such loss, claim, liabilitydamage, expense liability or damage arises from action; provided however, that the sale indemnity agreement contained in this Section 4.7(a)(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Placement Shares pursuant Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to this Agreement and the extent that it arises out of or is caused directly by an untrue statement or omission made based upon a Violation which occurs in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company expressly for use in connection with such registration by the Sales Agent expressly for inclusion in any document as described in clause (x) Investor, partner, officer, director, underwriter or controlling Person of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise haveInvestor.