Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The (1) Company agrees to reimburse and/or indemnify and hold harmless the ManagerW&R, the directorsIvy Funds VIP, and each of their trustees, officers, employees and employees, agents of the Manager and each person person, if any, who controls the Manager or is controlled by W&R within the meaning of either the 1933 Act or the Exchange Act (collectively, “Affiliated Party”) against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (“Losses”) to which W&R or actions in respect thereof) any such Affiliated Party may become subject, under the 1933 Act or otherwise, insofar as such Losses arise out of or are based upon upon, but not limited to: (i) any untrue statement or alleged untrue statement of a any material fact contained in information furnished by Company; (ii) the omission or the alleged omission to state in the Registration Statement for the registration Statements or prospectuses of the Shares as originally filed or in any amendment thereofVariable Accounts, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing ProspectusContract, or in any amendment thereof sales literature or supplement theretoother public communication generated by Company on behalf of the Variable Accounts or Contracts, 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 misleading; (iii) statements or result from representations of Company or relate its agents or third parties, with respect to any the offer, sale or distribution of Contracts for which Portfolio shares are an underlying investment, or negligent or wrongful conduct of Company or its agents or third parties with respect to offers or sales of Contracts or Portfolio shares; (iv) the failure of Company to comply with applicable legal or self-regulatory requirements to which it is subject; (v) a material breach of this Agreement or of any of the representationsrepresentations or warranties contained herein; or (vi) any failure to register the Contracts or the Variable Accounts under federal or state securities laws, warrantiesstate insurance laws or to otherwise comply with such laws, covenants rules, regulations or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, orders. (2) Provided however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises Losses arise out of or is are based upon any such untrue statement an act, statement, omission or representation or alleged untrue statement or act, alleged statement, alleged omission or alleged omission representation which was made therein in reliance upon and in conformity with written information furnished to the Company by the Manager or on behalf of W&R specifically for inclusion therein. its use. (3) Company shall reimburse any legal or other expenses reasonably incurred by W&R, Ivy Funds VIP, or any Affiliated Party in connection with investigating or defending any such Losses, provided, however, that Company shall have prior approval of the use of said counsel or the expenditure of said fees. (4) This indemnity agreement will shall be in addition to any liability that the which Company may otherwise havehave and shall survive termination of this Agreement.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless To the Managerextent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, officerspartners and members, employees and agents of the Manager and each person who controls the Manager Person controlling such Holder within the meaning of either Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act or (collectively, the Exchange Act “Company Indemnified Parties”), against any and all lossesexpenses, claims, losses, damages or and liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus, preliminary prospectus, offering circular or in other document, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereto incident to any such registration, qualification or arise out of compliance or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warrantiesnot misleading, covenants or agreements made any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in this Agreementconnection with any such registration, and agrees to the Company will reimburse each such indemnified party of the Company Indemnified Parties for any reasonable legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case action (a) to the extent that any such loss, claim, damage or liability it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holder or (b) 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 engaging in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission made therein was corrected in reliance upon a final or amended prospectus, and in conformity with written information furnished such Holder failed to deliver a copy of the final or amended prospectus at or prior to the Company confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveSecurities Act.

Indemnification by Company. The Company agrees to indemnify and hold harmless indemnify, to the Managerfullest extent permitted by law, the directors, officers, employees and agents each Holder of the Manager Registerable Securities and each person Person who controls the Manager (within the meaning of either the Act or the Exchange Act Securities Act) such Holder against any and all lossesloses, claims, damages or liabilitiesdamages, joint or several, to which they or liabilities and expenses in connection with defending against any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages and liabilities or liabilities (in connection with any investigation or actions inquiry, in respect thereof) arise out of each case caused by or are based upon on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus or in any amendment thereof, preliminary prospectus or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon the any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach arise out of any of the representations, warranties, covenants or agreements made violation by the Company in this Agreement, of any rules or regulation promulgated under the Securities Act applicable to the Company and agrees relating to reimburse each such indemnified party for any legal action or other expenses reasonably incurred by them inaction required of the Company in connection with investigating or defending any such lossregistration, claim, damage, liability or action; provided, however, that except insofar as the Company will not be liable same are (i) contained in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished in writing to the Company by such Holder expressly for use therein; (ii) caused by such Holder's failure to deliver a copy of the Manager specifically for inclusion therein. This indemnity agreement will be in addition registration statement or prospectus or any amendments or supplements thereto; or (iii) caused by such Holder's failure to any liability that discontinue disposition of shares after receiving notice from the Company may otherwise havepursuant to Section 3.3 hereof. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the Holders of Registerable Securities.

Indemnification by Company. The In connection with any offering of Warrant Shares pursuant to the provisions of this Section, Company agrees to indemnify hereby indemnifies and hold holds harmless the Manager, each Holder of Warrants and each Holder of Warrant Shares (and the directors, officersofficers and controlling Persons of each such Holder), employees and agents each other Person (if any) who acts on behalf of or at the Manager request of any such Holder, each underwriter, and each person other Person who controls participates in the Manager within offering of Warrant Shares (collectively, for purposes of this Clause, the meaning of either the Act or the Exchange Act "Indemnified Parties") against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject under the Act, the Exchange Securities Act or any other Federal statute or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon either of the following: (i) any untrue statement or alleged untrue statement of a any material fact contained in (on the Registration Statement for the registration of the Shares as originally filed or effective date thereof) in any registration statement (or any amendment thereofthereto) under which such Warrant Shares were registered under the Securities Act, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading, or (ii) any untrue statement or result from alleged untrue statement of a material fact contained in any preliminary prospectus or relate prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any breach violation by Company of any of the representationsfederal or state law, warranties, covenants rule or agreements made by the regulation applicable to Company in this Agreement, and agrees to connection with any registration statement or prospectus (or any amendment or supplement thereto). Company shall also reimburse each such indemnified party Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided. Notwithstanding the foregoing, however, that the Company will shall not be liable to an Indemnified Party in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, preliminary prospectus, prospectus, or amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by the Manager such Indemnified Party specifically stating that it is expressly for inclusion use therein. This Such indemnity agreement will be shall remain in addition to full force and effect and shall survive the transfer of such Warrants or Warrant Shares by any liability that the Company may otherwise havesuch Holder.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directorsTrust and each of its Trustees, officers, employees and agents of the Manager and each person person, if any, who controls the Manager Trust within the meaning of either Section 15 of the Act 1933 Act, (an “Indemnified Party” or collectively the Exchange Act “Indemnified Parties” for purposes of this Paragraph (a)) against any and all losses, claims, damages damages, liabilities (including amounts paid in settlement with the written consent of the Company) or liabilitiesexpenses (including the reasonable costs of investigating or defending any alleged loss, joint claim, damage, liability or severalexpense and reasonable legal counsel fees incurred in connection therewith) (collectively, “Losses”), to which they or any of them such Indemnified Parties may become subject under the Act, the Exchange Act or other Federal or state statutory law any statute or regulation, at or common law or otherwise, insofar as such losses, claims, damages or liabilities Losses: (or actions in respect thereof1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a registration statement or prospectus for the Contracts or in the Contracts or sales literature generated or approved by the Company on behalf of the Contracts or Separate Accounts (or any amendment or supplement to any of the foregoing) (collectively, the “Company’s documents” for the purposes of this Section 12), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Company by or on behalf of the Trust for use in the Company’s documents or otherwise for use in connection with the sale of the Contracts or shares; or (2) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from the Trust’s documents, as defined in Paragraph (b)(1) below) or wrongful conduct of the Company or persons under its control, with respect to the sale or acquisition of the Contracts or shares; or (3) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed Trust’s documents or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust by or on behalf of the Company; or (4) arise out of or result from any failure by the Company to provide the services or relate to furnish the materials required under the terms of this Agreement provided the Trust furnished the Company written notice of such failure and the Company did not cure such failure within a reasonable period after receipt of such notice; or (5) arise out of or result from any material breach of any of the representations, warranties, covenants or agreements representation and/or warranty made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal Agreement or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is based upon result from any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company other material breach of this Agreement by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveCompany.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company During the Term and thereafter, COMPANY hereby agrees to indemnify save, defend and hold harmless the ManagerSELEXIS and its officers, the directors, officersemployees, employees consultants and agents of the Manager harmless from and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, Losses resulting directly from (i) Third Party claims in connection with personal injury or damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made property caused by the Company Protein, Licensed Products and/or Final Products, including, without limitation, any product liability claims however stated; (ii) Third Party claims relating to any use of the Cell Lines, SELEXIS Technology and/or SELEXIS Materials outside the scope of the license granted herein or otherwise not in this Agreementstrict compliance with the terms hereof, or any use of the Cell Lines, SELEXIS Technology and/or SELEXIS Materials in conjunction with technology or materials not provided by SELEXIS, or any modifications to the SELEXIS Technology and/or SELEXIS Materials (except in each of the foregoing cases, to the extent SELEXIS is obligated to indemnify COMPANY pursuant to Article 8.1 above); or (iii) any material breach of COMPANY’s representations, warranties and agrees to reimburse covenants set forth in Article 6; in each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such losscase, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case except to the extent that such Losses result from the willful misconduct or gross negligence of SELEXIS or its Affiliates. In the event SELEXIS seeks indemnification under this Article, SELEXIS shall notify COMPANY of any claim as soon as reasonably practicable after it receives notice of the claim. SELEXIS shall then allow COMPANY to assume direction and control of the defense of the claim (including without limitation the right to settle the claim solely for monetary consideration), and shall (at COMPANY’s expense) execute and deliver such documents and other papers and take such further actions as may be reasonably required to defend against the claim (including without limitation to settle the claim solely for monetary consideration). SELEXIS shall (at COMPANY’s expense) cooperate as requested by COMPANY in the defense of the claim, provided always that COMPANY may not settle any such lossclaim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding which includes any admission as to liability or fault without the prior express written consent of SELEXIS, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement which consent will not be in addition to any liability that the Company may otherwise haveunreasonably withheld.

Indemnification by Company. The Company agrees to indemnify and hold harmless the ManagerManagers, the directors, officers, employees and agents of the Manager Managers and each person who controls the Manager Managers within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager Managers specifically for inclusion therein. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence, willful misconduct or fraud of the Managers. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares ADSs as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The If any Registrable Securities are included in a registration statement of the Company agrees under this Agreement, then, to the extent permitted by law, the Company will indemnify and hold harmless the Managereach Holder, the directors, partners or officers, employees directors and agents stockholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Manager Securities Act) for such Holder and each person person, if any, who controls the Manager such Holder or underwriter, within the meaning of either the Securities Act or the Exchange Act Act, against any and all losses, claims, damages or liabilities, liabilities (joint or several, ) to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or any state statutory law or regulation, at common law or otherwisesecurities laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the such registration of the Shares as originally filed statement, including any preliminary prospectus or in final prospectus contained therein or any amendment thereof, amendments or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement supplements thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, or result from (iii) any violation or relate to any breach of any of the representations, warranties, covenants or agreements made alleged violation by the Company in this Agreementof the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws; and agrees to the Company will reimburse each such indemnified party Holder, partner, officer, director, stockholder, counsel, accountant, or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case to the extent that for any such loss, claim, damage damage, liability or liability action to the extent that it arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, partner, officer, director, stockholder, counsel, accountant or controlling person; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the Company by benefit of any Holder, partner, officer, director, stockholder, counsel or accountant, or any person controlling such Holder, from whom the Manager specifically for inclusion therein. This indemnity agreement will be person asserting any such losses, claims, damages or liabilities purchased shares in addition to any liability that the offering, if a copy of the prospectus (as then amended or supplemented if the Company may otherwise haveshall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or underwriter 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, claim, damage or liability.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base ProspectusProspectuses, any Prospectus Supplement, the ProspectusProspectuses, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In the event of a registration of any Shares pursuant to this Article III, the Company agrees to indemnify and will hold harmless the ManagerInvestors and each officer, the directorsdirector, officers, employees employee and agents advisor of each of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act foregoing, against any and all expenses, losses, claims, damages or liabilities, joint or several, to which they or any of them Investors may become subject under the Securities Act, the Exchange Act or other Federal or any state statutory law or regulation, at common securities law or otherwise, including any of the foregoing incurred in settlement of any litigation, commenced or threatened, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in contained, on the Registration Statement for the registration of the Shares as originally filed or Effective Date thereof, in any amendment thereofregistration statement under which such Shares are registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any in light of the representations, warranties, covenants or agreements circumstances under which they were made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionnot misleading; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, said preliminary prospectus or said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished in writing to the Company by the Manager or on behalf of Investors or specifically for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise havepreparation thereof.

Indemnification by Company. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless the Managereach Offering Holder, the directors, its officers, employees and agents of the Manager directors and each underwriter of such securities, and any person who controls the Manager such Offering Holder or underwriter within the meaning of either Section 15 of the Act or the Exchange Act Securities Act, against any and all claims, actions, losses, claimsdamages, damages or liabilitiesliabilities and expenses, joint or several, to which they or any of them such persons may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions in respect thereof) arise out of or are 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 for the registration of the Shares as originally filed Securities Act, any preliminary prospectus or in final prospectus contained therein, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in the light of the representationscircumstances under which they were made, warranties, covenants or agreements made by the Company in this Agreementnot misleading, and agrees to will promptly reimburse such Offering Holder, its officers, directors and each underwriter of such securities, and each such indemnified party controlling person or entity for any legal or and any other expenses reasonably incurred by them such Offering Holder, such underwriter, or such controlling person or entity in connection with investigating or defending any such loss, action, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such untrue statement or alleged an untrue statement or omission made in such registration statement, preliminary prospectus or alleged omission made therein prospectus, or such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Manager such Offering Holder or such underwriter specifically for inclusion therein. This indemnity agreement will be use in addition to any liability the preparation thereof, and provided further, however, that the Company may otherwise havewill not be liable in any such case to the extent that any such loss, claim, damage or liability or action arises out of or is based upon an untrue statement or omission made in any preliminary prospectus or final prospectus if (i) such Offering Holder failed to send or deliver a copy of the final prospectus or prospectus supplement with or prior to the delivery of written confirmation of the sale of the Offering Securities and (ii) the final prospectus or prospectus supplement would have corrected such untrue statement or omission.

Indemnification by Company. The In consideration of each Investor's execution and delivery of this Agreement and its acquisition of the Securities hereunder, and in addition to all of the Company's other obligations under this Agreement, the Registration Rights Agreement, and the Warrants, the Company agrees to will defend, protect, indemnify and hold harmless each Investor and each other holder of the Manager, the directorsSecurities and all of their stockholders, officers, employees directors, employees, advisors and agents direct or indirect investors and any of the Manager foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesactions, causes of action, suits, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claimscosts, damages or penalties, fees, liabilities and damages, and expenses in connection therewith (or actions in respect thereof) arise out regardless of or are based upon whether any untrue statement or alleged untrue statement such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements and the costs of a material fact contained in the Registration Statement for the registration collection and enforcement of the Shares terms of this Agreement and the Transaction Documents (the "Indemnified Liabilities"), incurred or suffered by an Indemnitee as originally filed or in any amendment thereofa result of, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectusarising out of, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission relating to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to (a) any breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company herein or in any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained herein or in any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance, breach or enforcement of this Agreement, and agrees to reimburse each such indemnified party for any legal the Registration Rights Agreement or other expenses reasonably incurred the Warrants by them in connection with investigating or defending any such loss, claim, damage, liability or actionthe Company; provided, however, that, with respect to this clause (c), the Company shall not be liable to the extent such Indemnified Liabilities are finally determined by a court of competent jurisdiction to have resulted primarily and directly from the Investors' negligence or willful misconduct. To the extent that the foregoing undertaking by the Company is unenforceable for any reason, the Company will not be liable in any such case make the maximum contribution to the extent payment and satisfaction of each of the Indemnified Liabilities that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise havepermissible under applicable law.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding), or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless each Investor and each underwriter, if any, which facilitates the Manager, the directors, officers, employees disposition of Registrable Securities and agents each of the Manager their respective officers and directors and each person who controls the Manager such Investor or underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Person") from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Person may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein not misleading a material fact required to be stated therein or result from or relate necessary to any breach of any make the statements therein, in the light of the representationscircumstances under which they were made, warranties, covenants or agreements made by not misleading; and the Company in this Agreement, and hereby agrees to reimburse each such indemnified party Indemnified Person for any all reasonable legal or and other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or actionclaim as and when such expenses are incurred; provided, however, that the Company will shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made therein from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein or (ii) in the Manager specifically for inclusion therein. This indemnity agreement will be case of the occurrence of an event of the type specified in addition Section 3(e) or of the delivery of a notice pursuant to any liability that Section 3(a) or 3(f), the use by the Indemnified Person of an outdated or defective Prospectus after the Company may otherwise havehas provided to such Indemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any the legal expenses of one counsel (plus local counsel) or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person Person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, the Incorporated Documents or in any amendment thereof or supplement thereto, or arise out of of, or are based upon 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 misleading, or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement provision will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager each Managing Agent and each person who controls the Manager within the meaning of either the Act or the Exchange Act participating dealer against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which they such Managing Agent or any of them participating dealer may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by the Company; (c) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof; (d) any untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement for Statement, any Preliminary Prospectus, Effective Registration or the registration of the Shares as originally filed Final Prospectus or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of (ii) in any application or are other document, executed by the Company specifically for such application or based upon written information furnished by the Company, filed in order to qualify the Securities under the securities laws of the states where filings were made (any such application, document, or information being hereinafter called “Blue Sky Application”); or (e) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of misleading; and shall reimburse the representations, warranties, covenants or agreements made by the Company in this Agreement, Managing Agents and agrees to reimburse each such indemnified party participating dealer for any legal or other reasonable expenses reasonably incurred by them the Managing Agents and participating dealer in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company through the Managing Agents or participating dealer by or on behalf of the Manager Managing Agents or participating dealer specifically for inclusion therein. This indemnity agreement will be use in addition to the preparation of the Registration Statement, any liability that Preliminary Prospectus, the Company may otherwise haveEffective Prospectus and the Final Prospectus or any amendment or supplement thereto, or any Blue Sky Application.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person Person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence or willful misconduct of the Manager.

Indemnification by Company. The Company agrees to will indemnify and hold harmless the Manager, the directors, officers, employees Underwriter for and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them the Underwriter may become subject subject, under the Act, the Exchange 1933 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or claims in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement for Statement, the registration of the Shares as originally filed Prospectus or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to will reimburse each such indemnified party the Underwriter for any legal or other expenses reasonably incurred by them the Underwriter in connection with investigating or defending any such lossaction or claim as such expenses are incurred (including such losses, damages, liabilities or expenses to the extent of the aggregate amount paid in settlement of any such action or claim, damage, liability or actionprovided that (subject to Section 6(c) hereof) any such settlement is effected with the written consent of the Company); provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, the Registration Statement, the Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveUnderwriter Information.

Indemnification by Company. The Company agrees to indemnify and hold harmless the ManagerManagers, the directors, officers, employees and agents of the Manager Managers and each person who controls the Manager Managers within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager Managers specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Ordinary Shares and the ADSs as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, under the circumstances in which they were made, not misleading misleading, or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees shall indemnify the -------------------------- Member and its Affiliates and may indemnify any person who was or is a party or is threatened to indemnify and hold harmless the Managerbe made a party to any threatened, the directorspending or completed action, officers, employees and agents suit or proceeding by reason of the Manager fact that he or she or it is or was a Member, employee or other agent of the Company and each person who controls was acting in the Manager within course of carrying out the meaning business of either the Act Company pursuant to the Agreement or that, being or having been such a Member, employee or agent he or she or it is or was serving at the Exchange Act against any and all lossesrequest of the Company as a manager, claimsemployee or other agent of another limited liability company, damages or liabilitiescorporation, partnership, joint venture, trust or severalother enterprise, to which they the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit, except to the extent that liability is caused by the gross negligence, wilful misconduct or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any intentional breach of any of the representations, warranties, covenants or agreements made this Agreement by the Company in this Agreementindemnitee, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case except to the extent that any such loss, claim, liability or damage is otherwise compensated by insurance. The foregoing indemnity shall not apply to any Member or liability arises out of or its Affiliate which is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished providing services to the Company by as a consultant or contractor pursuant to a separate contract with the Manager specifically for inclusion therein. This indemnity agreement will be Company and which receives compensation therefor (in addition to the fees which are payable to the Members hereunder), in which case the terms of that contract shall control any liability indemnity rights or obligations (if any) of either party thereto. The Member specifically acknowledges that LandBank, which is an Affiliate of LBEP, has undertaken certain indemnity obligations under the AFMC Agreement for certain environmental matters, which obligations are for the benefit of the Company, and agree that the Company shall indemnify LandBank for any liability it may otherwise haveincur pursuant to such environmental indemnity, to the extent provided in the foregoing provisions of this Section 8.11.

Indemnification by Company. The Company agrees to indemnify and hold harmless the each and every Manager, the and their respective directors, officers, employees and agents of the Manager and each person who controls each of the respective Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable to a specific indemnified party in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager an indemnified party specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company and the Trust, jointly and severally, agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company and the Trust in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company and the Trust will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company or the Trust by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company or the Trust may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the ManagerManagers, the Members and the members of the Management Committee, as well as each Person who holds a direct or indirect ownership interest in a Manager or a Member and the respective officers, directors, officerstrustees, managers, agents and employees of any Manager or Member or any Person who holds a direct or indirect ownership interest in a Manager or a Member and agents the respective successors (other than by assignment) of any other Indemnitee (each, an “Indemnitee”) shall be indemnified and defended by the Manager and each person who controls Company, to the Manager within the meaning of either the Act or the Exchange Act fullest extent permitted by law, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise claims and demands by third-parties arising out of or are based upon any untrue statement related to the Company or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed its business or in any amendment thereofaffairs, or in the Base Prospectusany act, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission failure to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of act by any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating the business or defending any such lossaffairs of the Company and related actions, claimlawsuits and other proceedings, damagejudgments, liability or actionawards, settlements, obligations, liabilities, debts, damages and costs and expenses (including fees and disbursements of attorneys and other professionals and court costs); provided, however, that (i) such matter was not the result of fraud, willful misconduct, material breach of this Agreement or gross negligence on the part of such Indemnitee or another Indemnitee affiliated with it and, in the case of any act, omission or failure to act by an Indemnitee, the course of conduct was within the authority allowed to it by this Agreement and (ii) such Indemnitee or another Indemnitee affiliated with it is not separately obligated to the Company, without right of reimbursement, for such amount under another provision of this Agreement or another written agreement. Any such indemnification will only be recoverable from the assets of the Company will and the Members shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to have any liability on account thereof; provided, however, that the Company may otherwise havethis provision does not preclude any Member or Manager from requesting Capital Contributions to fund such indemnification in accordance with Article 8.

Indemnification by Company. (a) The Company agrees to indemnify hereby indemnifies, holds harmless and hold harmless defends the Members, the Manager, the directorsofficers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and agents against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (i) their activities on behalf of the Manager and each person who controls Company or in furtherance of the Manager within interests of the meaning Company, including, without limitation, the provision of either guaranties to third party lenders in respect of financings relating to the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they Company or any of them may become subject under its assets (but specifically excluding from such indemnity by the ActCompany any so called "bad boy" guaranties or similar agreements which provide for recourse as a result of failure to comply with covenants, willful misconduct or gross negligence), (ii) their status as Members, Manager, employees or officers of the Company, or (iii) the Company's assets, property, business or affairs (including, without limitation, the Exchange Act actions of any officer, director, member or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration employee of the Shares Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as originally filed a result of gross negligence or in any amendment thereof, willful or in wanton misconduct by the Base Prospectus, any Prospectus Supplement, indemnified party or as a result of the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any willful breach of any of obligation under this Agreement by the representations, warranties, covenants indemnified party. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or agreements made reimbursed by the Company in this Agreementadvance of the final disposition of such proceeding upon receipt by the Company of (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, and agrees to reimburse each such which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured. (b) If Manager gives ArchCo notice that: (i) the Company's (or the Property Owner's) lender or institutional investor requires a completion guaranty from ArchCo, ArchCo shall provide such completion guaranty provided that Bluerock Residential Growth REIT, Inc. indemnifies the guarantor under such completion guaranty from and against any losses thereunder not caused by such guarantor's or its Affiliate's breach of the Project Administration Agreement; or (ii) the Company's (or the Property Owner's) lender requires a so-called bad-boy guaranty from ArchCo, ArchCo shall do so, provided that the Members shall enter into a backstop agreement mutually agreeable to the Members to allocate the risk of loss based upon the responsible party for any legal or other expenses reasonably incurred by them in connection with investigating or defending tripping any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise havebad-boy guaranty.

Indemnification by Company. The Company agrees to indemnify and hold harmless To the Managerextent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, officerspartners and members, employees and agents of the Manager and each person who controls the Manager Person controlling such Holder within the meaning of either Section 15 of the Securities Act or (collectively, the Exchange Act “Company Indemnified Parties”), against any and all lossesexpenses, claims, losses, damages or and liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise to the extent arising out of or are based upon on (a) any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus, preliminary prospectus, offering circular or other document, in each case related to such registration statement, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the (b) any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading or result from (c) any violation or relate to any breach of any of the representations, warranties, covenants or agreements made alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in this Agreementconnection with any such registration, qualification or compliance, and agrees to the Company will reimburse each such indemnified party of the Company Indemnified Parties for any reasonable documented out-of-pocket legal or expenses and any other reasonable documented out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, claim, damage, liability or action, as such expenses are incurred; provided, however, provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if such settlement is effected without the prior written consent of the Company will (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such claim, loss, damage, liability or action to the extent that any such loss, claim, damage or liability it arises out of or is based upon a violation or alleged violation of any such state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission made therein in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished to the Company by the Manager specifically or on behalf of any Holder expressly for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise haveconnection with such registration.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence, willful misconduct or fraud of the Manager. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In the event any Registrable Securities are included in a Registration Statement under this Section 2, to the extent permitted by law, the Company agrees to will indemnify and hold harmless the Managereach Holder, the directorsits partners, officers, employees and agents of the Manager directors, legal counsel, any underwriter for such Holder and each person Person, if any, who controls the Manager within the meaning of either the Act Controls such Holder or the Exchange Act underwriter, against any and all losses, claims, damages damages, or liabilities, liabilities (joint or several, ) to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwiseany Applicable Securities Laws, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in the such Registration Statement for the registration of the Shares as originally filed Statement, including any preliminary prospectus or in final prospectus contained therein or any amendment thereof, amendments or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement supplements thereto, or arise out of or are based upon ; (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading; or (iii) any violation or result from or relate to any breach of any of the representations, warranties, covenants or agreements made alleged violation by the Company of any Applicable Securities Laws in this Agreement, connection with the offering covered by such Registration Statement; and agrees to the Company will reimburse each such indemnified party Holder, its partner, officer, director, legal counsel, underwriter or controlling person for any legal or other expenses reasonably incurred by them them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.4 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 Company will (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case to the extent that for any such loss, claim, damage damage, liability or liability action to the extent that it arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein a violation which occurs in reliance upon and in conformity with written information furnished to the Company expressly for use in connection with such registration by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to such Holder, or any liability that the Company may otherwise havepartner, officer, director, legal counsel, underwriter or controlling person of such Holder.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other reasonable and documented out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In the event of the registration of the offer and sale of any of the Shares of Warrant Common Stock, the Company agrees to will indemnify the Holder, if applicable, and hold the Holder harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages damages, or liabilities, joint or several, to which they or any of them the Holder may become subject under the Securities Act, the Exchange Act or other Federal or any similar federal statute, and state statutory law or regulation, at common law or otherwiseBlue Sky and securities laws, insofar as such losses, claims, damages damages, or liabilities (or actions in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of a material fact contained in under which the Registration Statement for the registration offer and sale of the Shares as originally filed of Warrant Common Stock were registered under such Securities Act or in similar federal statute, any state Blue Sky or securities law, any preliminary prospectus or final prospectus contained therein, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of of, or are based upon upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to will reimburse each such indemnified party the Holder for any legal or any other expenses reasonably incurred by them the Holder in connection with investigating or defending any such loss, claim, damage, liability liability, or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, or liability arises out of of, or is based upon any such upon, an untrue statement or alleged untrue statement or omission or alleged omission made therein in said registration statement, said preliminary prospectus or said final prospectus or any said amendment or supplement in reliance upon upon, and in conformity with written with, information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that Company, the Company may otherwise havewill not be so liable to the Holder.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Interim Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In the event of a registration of any Shares pursuant to this Section 7, the Company agrees to indemnify and will hold harmless the ManagerLenders and each officer, the directorsdirector, officers, employees employee and agents advisor of each of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act foregoing, against any and all expenses, losses, claims, damages or liabilities, joint or several, to which they or any of them the Lenders may become subject under the Securities Act, the Exchange Act or other Federal or any state statutory law or regulation, at common securities law or otherwise, including any of the foregoing incurred in settlement of any litigation, commenced or threatened, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in contained, on the Registration Statement for the registration of the Shares as originally filed or Effective Date thereof, in any amendment thereofregistration statement under which such Shares are registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any in light of the representations, warranties, covenants or agreements circumstances under which they were made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionnot misleading; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in such registration statement, said preliminary prospectus or said prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of the Manager Lenders specifically for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise havepreparation thereof.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager each Underwriter and each person who controls the Manager within the meaning of either the Act or the Exchange Act participating dealer against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which they such Underwriter or any of them participating dealer may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by the Company; (c) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof; (d) any untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereof, or in the Base Preliminary Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Effective Prospectus, or in the Final Prospectus or any amendment thereof or supplement thereto, or arise out of (ii) in any application or are other document, executed by the Company specifically for such application or based upon written information furnished by the Company, filed in order to qualify the Units under the securities laws of the states where filings were made (any such application, document, or information being hereinafter called “Blue Sky Application”); or (e) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of misleading; and shall reimburse the representations, warranties, covenants or agreements made by the Company in this Agreement, Underwriter and agrees to reimburse each such indemnified party participating dealer for any legal or other reasonable expenses reasonably incurred by them the Underwriter and participating dealer in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company through the Underwriter or participating dealer by or on behalf of the Manager Underwriter or participating dealer specifically for inclusion therein. This indemnity agreement will be use in addition to the preparation of the Registration Statement, any liability that Preliminary Prospectus, the Company may otherwise haveEffective Prospectus and the Final Prospectus or any amendment or supplement thereto, or any Blue Sky Application.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person Person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, the Incorporated Documents or in any amendment thereof or supplement thereto, or arise out of of, or are based upon 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 misleading, or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to promptly reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement provision will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The During the Survival Period and subject to Section 8.14 below, the Company agrees to shall and hereby does indemnify and hold the Purchasers harmless the Manager, the directors, officers, employees from and agents against and in respect of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesactual loss, claims, damages or liabilities, joint or several, to which they or any of them damage and expense incurred (other than losses that the Purchasers may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar incur as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration stockholder of the Shares as originally filed or in any amendment thereofCompany) by the Purchasers resulting from, or in the Base Prospectusarising out of, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectusattributable to, or in any amendment thereof manner connected with: (a) Any misrepresentation or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company pursuant to this Agreement or failure to fulfill any covenant or agreement on the part of the Company contained in this Agreement, and agrees to reimburse each such indemnified party for Agreement or in any legal certificate or other expenses reasonably incurred document delivered, or to be delivered, by them the Company to the Purchasers in connection with investigating this Agreement; and (b) Any and all actions, suits, proceedings, demands, assessments or defending judgments, costs and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any event shall occur or any circumstance arise which might give rise to a claim in respect of any matter against which the Company has indemnified the Purchasers hereunder, the Purchasers promptly shall give notice thereof to the Company. Such notice shall be given within fifteen (15) days after said claim shall have been presented to the Purchasers. Unless the parties otherwise agree in writing, the Company shall defend against all such third-party claims or otherwise satisfy said claims, at its sole cost and expense, through counsel and accountants designated by it, which approval shall not be delayed or withheld unreasonably. The Purchasers shall have the right to participate with the Company in the defense of any such loss, claim, damage, liability or action; provided, however, that the matter. The Company will shall not be liable in for any such case settlement of a claim by the Purchasers without the Company’s consent. Notwithstanding anything to the extent that any such losscontrary herein, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Purchasers shall not lay claim and in conformity with written information furnished to the Company by shall not be liable under this Section for any action, proceeding or investigation in respect of which indemnity may be sought as provided above, amounting to less than $50,000 in the Manager specifically aggregate, provided that such persons shall be liable from the first dollar for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveclaim or claims exceeding such amount.

Indemnification by Company. The During the Survival Period and subject to Section 8.14 below, the Company agrees to shall and hereby does indemnify and hold the Purchaser harmless the Manager, the directors, officers, employees from and agents against and in respect of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesactual loss, claims, damages or liabilities, joint or several, to which they or any of them damage and expense incurred (other than losses that the Purchaser may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar incur as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration stockholder of the Shares as originally filed or in any amendment thereofCompany) by the Purchaser resulting from, or in the Base Prospectusarising out of, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectusattributable to, or in any amendment thereof manner connected with: (a) Any misrepresentation or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company pursuant to this Agreement or failure to fulfill any covenant or agreement on the part of the Company contained in this Agreement, and agrees to reimburse each such indemnified party for Agreement or in any legal certificate or other expenses reasonably incurred document delivered, or to be delivered, by them the Company to the Purchaser in connection with investigating this Agreement; and (b) Any and all actions, suits, proceedings, demands, assessments or defending judgments, costs and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any event shall occur or any circumstance arise which might give rise to a claim in respect of any matter against which the Company has indemnified the Purchaser hereunder, the Purchaser promptly shall give notice thereof to the Company. Such notice shall be given within fifteen (15) days after said claim shall have been presented to the Purchaser. Unless the parties otherwise agree in writing, the Company shall defend against all such third-party claims or otherwise satisfy said claims, at its sole cost and expense, through counsel and accountants designated by it, which approval shall not be delayed or withheld unreasonably. The Purchaser shall have the right to participate with the Company in the defense of any such loss, claim, damage, liability or action; provided, however, that the matter. The Company will shall not be liable in for any such case settlement of a claim by the Purchaser without the Company’s consent. Notwithstanding anything to the extent that any such losscontrary herein, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Purchaser shall not lay claim and in conformity with written information furnished to the Company by shall not be liable under this Section for any action, proceeding or investigation in respect of which indemnity may be sought as provided above, amounting to less than $50,000 in the Manager specifically aggregate, provided that such persons shall be liable from the first dollar for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveclaim or claims exceeding such amount.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any the legal or expenses of one counsel (plus local counsel) and other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. (a) The Company agrees to indemnify hereby indemnifies, holds harmless and hold harmless defends the Members, the Manager, the directorsofficers and each of their respective agents, officers, directors, members, partners, shareholders and employees from and agents against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (i) their activities on behalf of the Manager and each person who controls Company or in furtherance of the Manager within interests of the meaning Company, including, without limitation, the provision of either guaranties to third party lenders in respect of financings relating to the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they Company or any of them may become subject under its assets (but specifically excluding from such indemnity by the ActCompany any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of failure to comply with covenants, willful misconduct or gross negligence), (ii) their status as Members, Manager, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the Exchange Act actions of any officer, director, member or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration employee of the Shares Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as originally filed a result of gross negligence or in any amendment thereof, willful or in wanton misconduct by the Base Prospectus, any Prospectus Supplement, indemnified party or as a result of the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any willful breach of any of obligation under this Agreement by the representations, warranties, covenants indemnified party. Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the foregoing matters shall be paid or agreements made reimbursed by the Company in this Agreementadvance of the final disposition of such proceeding upon receipt by the Company of (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, and agrees to reimburse each such which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured. (b) If Manager gives ArchCo notice that: (i) the Company’s (or the Property Owner’s) lender or institutional investor requires a completion guaranty from ArchCo, ArchCo shall provide such completion guaranty provided that Bluerock Residential Growth REIT, Inc. indemnifies the guarantor under such completion guaranty from and against any losses thereunder not caused by such guarantor’s or its Affiliate's breach of the Project Administration Agreement; or (ii) the Company’s (or the Property Owner’s) lender requires a so-called bad-boy guaranty from ArchCo, ArchCo shall do so, provided that the Members shall enter into a backstop agreement mutually agreeable to the Members to allocate the risk of loss based upon the responsible party for any legal or other expenses reasonably incurred by them in connection with investigating or defending tripping any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise havebad-boy guaranty.

Indemnification by Company. The Company agrees to will indemnify the Underwriter and hold the Underwriter harmless the Manager, the directors, officers, employees for and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, liabilities to which they or any of them the Underwriter may become subject subject, under the Act, the Exchange 1933 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or claims in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement for Statement, the registration of Prospectus or any other prospectus relating to the Shares as originally filed Securities or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to will reimburse each such indemnified party the Underwriter for any legal or other expenses reasonably incurred by them the Underwriter in connection with investigating or defending any such lossaction or claim as such expenses are incurred (including such losses, damages, liabilities or expenses to the extent of the aggregate amount paid in settlement of any such action or claim, damage, liability or actionprovided that (subject to Section 6(c) hereof) any such settlement is effected with the written consent of the Company); provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in any Preliminary Prospectus, the Registration Statement, the Prospectus or any other prospectus relating to the Securities or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveUnderwriter Information.

Indemnification by Company. The Company agrees to shall indemnify the Purchaser and its directors, officers, shareholders, members, partners, employees and agents (each, a “Purchaser Party”) and hold harmless the Manager, the directors, officers, employees Purchaser Parties from and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesLosses which may be imposed upon, claimsasserted against, damages paid or liabilities, joint incurred by the Purchaser Parties (except and only to the extent that the same arises solely from gross negligence or several, to which they or any of them may become subject under willful misconduct on the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement part of a material fact contained Purchaser Party) at any time or from time to time in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to connection with (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or any Transaction Document or (b) any action instituted against the Purchaser, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Purchaser, with respect to any of the transactions contemplated by this Agreement (unless such action is based upon a breach of the Purchaser’s representations, warranties or covenants under this Agreement or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and agrees the Company shall have the right to reimburse each such indemnified party for any legal or other expenses assume the defense thereof with counsel of its own choosing reasonably incurred by them acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in connection with investigating or defending any such lossaction and participate in the defense thereof, claimbut the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, damage(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, liability or action; providedin the reasonable opinion of such separate counsel, howevera material conflict on any material issue between the position of the Company and the position of such Purchaser Party, that in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable in to any such case Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed or (ii) to the extent extent, but only to the extent, that any such a loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition attributable to any liability that Purchaser Party’s breach of any of the Company may otherwise haverepresentations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or any Transaction Document.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person Person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares ADSs as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless To the Managerextent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, officerspartners and members, employees and agents of the Manager and each person who controls the Manager Person controlling such Holder within the meaning of either Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act or (collectively, the Exchange Act “Company Indemnified Parties”), against any and all lossesexpenses, claims, losses, damages or and liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed Statement, prospectus, preliminary prospectus, offering circular or in other document, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereto incident to any such registration, qualification or arise out of compliance or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warrantiesnot misleading, covenants or agreements made any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in this Agreementconnection with any such registration, and agrees to the Company will reimburse each such indemnified party of the Company Indemnified Parties for any reasonable legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred. The indemnity agreement contained in this Section 3.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case action (a) to the extent that any such loss, claim, damage or liability it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the Registration Statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holder or (b) 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 engaging in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission made therein was corrected in reliance upon a final or amended prospectus, and in conformity with written information furnished such Holder failed to deliver a copy of the final or amended prospectus at or prior to the Company confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveSecurities Act.

Indemnification by Company. The Company hereby agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement (and any officer, director, employee, associate, affiliate, controlling Person, legal counsel and accountants thereof) pursuant to the Managerprovisions of this Agreement from and against, the directorsand agrees to reimburse such Holder (and any officer, officersdirector, employees employee, associate, affiliate, controlling Person, legal counsel and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against accountants thereof) with respect to, any and all claims, actions (actual or threatened), demands, losses, claimsdamages, damages or liabilities, joint costs or several, expenses to which they or any of them such Holder may become subject under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such claims, actions, demands, losses, claimsdamages, damages liabilities, costs or liabilities (or actions in respect thereof) expenses arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the such registration of the Shares as originally filed statement, any prospectus contained therein, or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionnot misleading; provided, however, that the Company will not be liable in any such case to the extent that any such claim, action, demand, loss, claimdamage, damage liability, cost or liability arises out of or expense is based upon any such caused by an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in strict conformity with written information furnished to the Company by the Manager such Holder specifically for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise havepreparation thereof.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base ProspectusProspectuses, any Prospectus Supplement, the ProspectusProspectuses, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Base Prospectuses, any Prospectus Supplement, the Prospectuses, any Issuer Free Writing Prospectus, or any amendment there of or supplement thereto, in light of the circumstances under which they were made) not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless To the Managerextent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, officerspartners and members, employees and agents of the Manager and each person who controls the Manager Person controlling such Holder within the meaning of either Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act or (collectively, the Exchange Act “Company Indemnified Parties”), against any and all lossesexpenses, claims, losses, damages or and liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus, preliminary prospectus, offering circular or in other document, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereto incident to any such registration, qualification or arise out of compliance or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warrantiesnot misleading, covenants or agreements made any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in this Agreementconnection with any such registration, and agrees to the Company will reimburse each such indemnified party of the Company Indemnified Parties for any reasonable legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case action (a) to the extent that any such loss, claim, damage or liability it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holder or (b) 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 engaging in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission made therein was corrected in reliance upon a final or amended prospectus, and in conformity with written information furnished such Holder failed to deliver a copy of the final or amended prospectus at or prior to the Company confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Manager specifically for inclusion thereinSecurities Act. This Such indemnity agreement will be shall remain in addition to full force and effect regardless of any liability that investigation made by or on behalf of such Company Indemnified Party, and shall survive the Company may otherwise havetransfer of such securities by such Holder.

Indemnification by Company. The Company agrees to indemnify defend, indemnify, and hold harmless Enterprise Partner from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties alleging that the ManagerLicensed Product or User Documentation infringes or misappropriates any intellectual property right of a third party. The foregoing obligations are conditioned on Enterprise Partner notifying Company promptly in writing of such action, the directors, officers, employees and agents Enterprise Partner giving Company sole control of the Manager defense thereof and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any related settlement negotiations, and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulationEnterprise Partner cooperating and, at common law or otherwiseCompany’s reasonable request, insofar as assisting in such lossesdefense. In addition, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in if the Registration Statement for the registration of the Shares as originally filed or in any amendment thereofLicensed Product becomes, or in the Base Prospectus, any Prospectus SupplementCompany’s opinion is likely to become, the Prospectussubject of an infringement claim, any Issuer Free Writing ProspectusCompany may, or in any amendment thereof or supplement theretoat its option and expense, or arise out of or are based upon either (a) procure for Enterprise Partner the omission or alleged omission right to state therein a material fact required continue exercising the rights licensed to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company Enterprise Partner in this Agreement; (b) replace or modify the Licensed Product so that it becomes non-infringing and remains functionally equivalent; or (c) if Company determines that neither of the alternatives in (a) or (b) are feasible, and agrees immediately terminate this Agreement by written notice to reimburse each such indemnified party for Enterprise Partner, in accordance with the subsection titled Notices. Notwithstanding the foregoing, Company shall have no obligation under this subsection or otherwise with respect to any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is infringement claim based upon (i) any such untrue statement unauthorized use, reproduction, integration or alleged untrue statement distribution of the Licensed Product; (ii) any use of the Licensed Product in combination with other products, equipment, software, or omission data not supplied by Company; (iii) any use, reproduction, or alleged omission distribution of any release of the Licensed Product other than the most current release made therein in reliance upon and in conformity with written information furnished to available by Company; or (iv) any modification of the Licensed Product by any person other than Company by the Manager specifically for inclusion thereinor its authorized agents or contractors. This indemnity agreement will be in addition to any liability that the Company may otherwise haveTHIS SUBSECTION STATES COMPANY’S ENTIRE LIABILITY AND ENTERPRISE PARTNER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus SupplementProspectuses, the ProspectusProspectus Supplements, the Prospectuses, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The To the fullest extent permitted by law, the Company agrees to will indemnify and hold harmless each Purchaser that has Registrable Common included in a Registration Statement pursuant to the Managerprovisions hereof, the directors, its directors and officers, employees and agents of any underwriter (as defined in the Manager Securities Act) for such Purchaser and each person Person, if any, who controls the Manager such Purchaser or such underwriter within the meaning of either the Act or the Exchange Act against Securities Act, from and against, and will reimburse such Purchaser and each such underwriter and controlling Person with respect to, any and all lossesloss, claimsdamage and liability (collectively, damages or liabilities, joint or several, “Losses”) to which they such Purchaser or any of them such underwriter or controlling Person may become subject under the Securities Act, state securities laws or otherwise, and the Exchange Act Company will pay to each such Purchaser, underwriter or controlling person any legal or other Federal costs or state statutory law expenses reasonably incurred by such person in connection with investigating or regulation, at common law or otherwisedefending any such Loss, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) Losses arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the such Registration Statement for the registration of the Shares as originally filed Statement, any prospectus contained therein or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionnot misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability Loss arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission so made therein in reliance upon and in conformity with written information furnished to the Company by the Manager such Purchaser in writing specifically for inclusion therein. This use in the preparation thereof; provided, however, that the indemnity agreement in this Section 5.1 will not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent will not be in addition to any liability that the Company may otherwise haveunreasonably withheld.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person person, if any, who controls the Manager within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus SupplementSupplement relating to the Shares, the Prospectus, any Issuer Free Writing ProspectusProspectus relating to the Shares, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless the Managereach Holder, the directorspartners, officers, employees officers and agents directors of the Manager each Holder and each person person, if any, who controls the Manager such Holder within the meaning of either the Securities Act or the Exchange Act Act, against any and all losses, claims, damages damages, or liabilities, liabilities (joint or several, ) to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal federal, Canadian, provincial or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, amendments or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement supplements 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 therein, or necessary to make the statements therein not misleading misleading, (ii) any untrue statement or result from alleged untrue statement of a material fact contained in the Prospectus (including any preliminary, final or relate summary prospectus, amendment or supplement thereto) included in such Registration Statement or any omission or alleged omission to state a material fact required to be stated therein or necessary to make any breach of any statement therein, in light of the representationscircumstances under which they were made, warrantiesnot misleading, covenants or agreements made (iii) any violation or alleged violation of the Securities Act, the Exchange Act, any Canadian, provincial or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any Canadian, provincial or state securities law in connection with the offering covered by the Registration Statement; provided, however, that the Company will not be liable for indemnification in this Agreementany such case to the extent that any losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact so made in reliance upon and agrees in conformity with written information furnished to reimburse the Company by such Holder. Subject to Section 2.5(c), the Company will pay to each such indemnified party Holder, partner, officer, director or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, action if it is judicially determined that the Company will not be liable in any there was such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise havea violation.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence, willful misconduct or fraud of the Manager. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the ManagerPurchaser (which term shall include for purposes of this Section 11, the directorseach director, officersofficer, employees and agents agent or employee of the Manager and each Purchaser or person who controls the Manager Purchaser within the meaning of either the Act or the Exchange Act Act) against any and all losses, claims, damages or liabilities, joint or several, to which they or several (including in settlement of any litigation if such settlement is effected with the written consent of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwiseCompany), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based directly or indirectly, in whole or in part, upon (i) any material inaccuracy in the representations and warranties of the Company contained herein and not qualified as to materiality, or any inaccuracy in the representations and warranties of the Company contained herein and qualified as to materiality, (ii) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base ProspectusStatement, any Prospectus SupplementPreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectusthe Proxy Statement, or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (iii) any other act or result from or relate to any breach of any omission of the representationsCompany, warrantiesits officers or directors, covenants or agreements made by any alleged act or omission; and will reimburse the Company in this Agreement, and agrees to reimburse each such indemnified party Purchaser for any legal or other expenses reasonably incurred by them it in connection with investigating investigating, prosecuting or defending any against such loss, claim, damage, liability or action; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Proxy Statement, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by the Manager Purchaser specifically for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise havepreparation thereof.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person Person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein not misleading or necessary to make the statements therein, in light of the circumstances under which they were made, or necessary to make the statements therein not misleading or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The During the Survival Period and subject to Section 8.14 below, the Company agrees to shall and hereby does indemnify and hold the Purchaser harmless the Manager, the directors, officers, employees from and agents against and in respect of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesactual loss, claims, damages or liabilities, joint or several, to which they or any of them damage and expense incurred (other than losses that the Purchaser may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar incur as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration stockholder of the Shares as originally filed or in any amendment thereofCompany) by the Purchaser resulting from, or in the Base Prospectusarising out of, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectusattributable to, or in any amendment thereof manner connected with: (a) Any misrepresentation or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company pursuant to this Agreement or failure to fulfill any covenant or agreement on the part of the Company contained in this Agreement, and agrees to reimburse each such indemnified party for Agreement or in any legal certificate or other expenses reasonably incurred document delivered, or to be delivered, by them the Company to the Purchaser in connection with investigating this Agreement; and (b) Any and all actions, suits, proceedings, demands, assessments or defending judgments, costs and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any event shall occur or any circumstance arise which might give rise to a claim in respect of any matter against which the Company has indemnified the Purchaser hereunder, the Purchaser promptly shall give notice thereof to the Company. Such notice shall be given within fifteen (15) days after said claim shall have been presented to the Purchaser. Unless the parties otherwise agree in writing, the Company shall defend against all such third-party claims or otherwise satisfy said claims, at its sole cost and expense, through counsel and accountants designated by it, which approval shall not be delayed or withheld unreasonably. The Purchaser shall have the right to participate with the Company in the defense of any such loss, claim, damage, liability or action; provided, however, that the matter. The Company will shall not be liable in for any such case settlement of a claim by the Purchaser without the Company's consent. Notwithstanding anything to the extent that any such losscontrary herein, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Purchaser shall not lay claim and in conformity with written information furnished to the Company by shall not be liable under this Section for any action, proceeding or investigation in respect of which indemnity may be sought as provided above, amounting to less than $50,000 in the Manager specifically aggregate, provided that such persons shall be liable from the first dollar for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveclaim or claims exceeding such amount.

Indemnification by Company. The Company agrees to will indemnify and hold harmless the Manager, the directors, officers, employees and agents each of the Manager Selling Stockholders, and to the extent any such Selling Stockholder is an entity, each of its respective directors and officers and each person person, who controls the Manager such Selling Stockholder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act (each, an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them such Indemnified Party may become subject subject, under the Act, the Exchange Act or Act, other Federal or state statutory law or regulation, at common law regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the any part of any Registration Statement for the registration of the Shares as originally filed or in at any amendment thereoftime, or in the Base any Statutory Prospectus, any the Final Prospectus Supplement, the Prospectus, or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, Prospectus or arise out of or are based upon the omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to will reimburse each such indemnified party Indemnified Party for any legal or other expenses reasonably incurred by them such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, damage or liability (or actionactions in respect thereof); provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such an untrue statement or alleged untrue statement in or omission or alleged omission made therein from any of such documents in reliance upon and in conformity with written information furnished to the Selling Stockholder Information. If any Selling Stockholder is an officer or director of the Company, the indemnification of such Selling Stockholder by the Company by as herein provided shall be limited to such individual’s participation in the Manager specifically for inclusion therein. This indemnity agreement will be in addition Offering as a Selling Stockholder, and shall not affect the individual’s rights and obligations as a director or officer of the Company nor extend to any liability that claims or liabilities arising out of such individual’s service as a director or officer of the Company may otherwise haveCompany.

Indemnification by Company. The To the extent permitted by applicable law, the Company agrees to indemnify each Holder, each Holder's current and hold harmless the Managerformer officers, the directors, officerspartners and members, employees and agents of the Manager and each person who controls the Manager Person controlling such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Company Indemnified Parties"), against any and all lossesexpenses, claims, losses, damages or and liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus, preliminary prospectus, offering circular or in other document, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement theretothereto incident to any such registration, qualification or arise out of compliance or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warrantiesnot misleading, covenants or agreements made any violation by the Company of any rule or regulation promulgated under the Securities Act, Exchange Act or state securities laws applicable to the Company in this Agreementconnection with any such registration, and agrees to the Company will reimburse each such indemnified party of the Company Indemnified Parties for any reasonable legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such claim, loss, damage, liability or action, as such expenses are incurred. The Company shall not be liable to a Holder in any such case for any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case action to the extent that any such loss, claim, damage or liability it arises out of or is based upon a violation or alleged violation of any such state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission made therein in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished to the Company expressly for use in connection with such registration by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to or on behalf of any liability that the Company may otherwise haveHolder.

Indemnification by Company. (a) The Company hereby agrees to indemnify and hold harmless the Manager, the All American and its directors, officers, employees employees, affiliates, agents, successors and agents of the Manager assigns (collectively, “All American’s Indemnified Parties”) harmless from and each person who controls the Manager within the meaning of either the Act or the Exchange Act against against: (i) any and all losses, claims, damages or liabilities, joint obligations, damages, costs and expenses based upon, attributable to or severalresulting from the failure of any representation or warranty of the Company set forth in Article V hereof, or any representation or warranty contained in any certificate or schedule delivered by or on behalf of the Company pursuant to this Agreement, to which they be true and correct in all respects as of the date made; (ii) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the breach of any of them may become subject under the Act, the Exchange Act covenant or other Federal or state statutory law or regulationagreement on the part of the Company under this Agreement; (iii) any and all notices, at common law or otherwiseactions, insofar as such lossessuits, proceedings, claims, damages demands, assessments, judgments, costs, penalties and expenses, including attorneys' and other professionals' fees and disbursements (collectively, "Expenses") incident to any and all losses, liabilities, obligations, damages, costs and expenses with respect to which indemnification is provided hereunder (collectively, "Losses"); (iv) the provisions of this Article shall not apply to any debts or liabilities of Company which are expressly assumed by All American, and (v) any other material liability not fully divulged by Company to All American on or actions in respect thereof) arise out of before Closing (it being understood that any matter or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Company’s Exchange Act Reports shall be deemed divulged to All American). (b) Any claim for indemnification must be made within one year of from the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveClosing Date.

Indemnification by Company. The Company agrees to shall indemnify Parent and hold harmless the ManagerMerger Sub, the directorsand each of their current and former managers, members, officers, employees directors, employees, agents and agents representatives (individually, an “Indemnitee,” and, collectively, the “Indemnitees”), to the fullest extent permitted by applicable law, but only with respect to any actual out-of-pocket costs or expenses, including judgment awards and amounts paid in settlement, incurred by an Indemnitee directly in connection with the defense of any claim asserted against an Indemnitee which is directly based on an allegation that an Indemnitee has induced or acted in concert with the Manager and each person who controls the Manager within the meaning Company or any of either the Act its directors to act contrary to or the Exchange Act against in violation of any and all losses, claims, damages or liabilities, joint or severalduty under applicable law, to which they or the Company and any of them may become subject under its directors are subject, to the Actextent, but only to the Exchange Act extent, such allegation directly relates to the negotiation, execution, delivery or other Federal performance of this Agreement by the parties hereto (an “Indemnifiable Matter”). Promptly after receipt by an Indemnitee of notice of the assertion of any claim or state statutory law or regulation, at common law or otherwise, insofar as the commencement of any action against such losses, claims, damages or liabilities (or actions Indemnitee in respect thereof) arise out of to which indemnity or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereofreimbursement may be sought under this Section 5.14 (an “Assertion”), or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by such Indemnitee shall notify the Company in this Agreementwriting of the Assertion, and agrees but the failure to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that so notify shall not relieve the Company will not be liable in of any liability it may have to such case Indemnitee hereunder except to the extent that such failure shall have actually prejudiced the Company in defending against such Assertion. In the event that following receipt of notice from the Indemnitee, the Company notifies the Indemnitee that the Company desires to defend the Indemnitee against such Assertion, the Company shall have the right to defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnitee desires to participate in any such loss, claim, damage or liability arises out of or is based upon defense it may do so at its sole cost and expense; provided that if the defendants in any such untrue statement action shall include the Company and/or its officers or alleged untrue statement or omission or alleged omission made therein in reliance upon directors as well as an Indemnitee and in conformity with such Indemnitee shall have received the written information furnished advice of counsel that there exist defenses available to such Indemnitee that are materially different from those available to the Company by and/or such officers or directors, the Manager specifically for inclusion therein. This indemnity agreement will be Indemnitee shall have the right to select one separate counsel (and one local counsel in addition such jurisdictions as are necessary) reasonably acceptable to any liability that the Company may otherwise haveto participate in the defense of such action on its behalf, at the expense of the Company. If any Indemnitee retains such counsel, then, to the extent permitted by law, the Company shall periodically advance to such Indemnitee its reasonable legal and other out-of-pocket expenses relating to the Indemnifiable Matter (including the reasonable cost of any investigation and preparation incurred in connection therewith). No Indemnitee shall settle any Assertion without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company settle any Assertion in which an Indemnitee is named as a defendant without either (i) the written consent of all Indemnitees against whom such Assertion was made (which consents shall not be unreasonably withheld or delayed), or (ii) obtaining an unconditional general release from the party making the Assertion for all Indemnitees as a condition of such settlement. The provisions of this Section 5.14 are intended for the benefit of, and shall be enforceable by, the respective Indemnitees.

Indemnification by Company. The Company agrees To the extent permitted by law, Axxxx’s will indemnify Lxxxxxxxxx with respect to indemnify and hold harmless the Managerany registration, the directorsqualification or compliance effected pursuant to this Agreement, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesexpenses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) ), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to the extent such expenses, claims, losses, damages or liabilities arise out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statement for the any registration of the Shares as originally filed statement, prospectus, offering circular or in other similar document, or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, incident to any such registration, qualification or arise out of compliance, or are based upon the on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warrantiesnot misleading, covenants or agreements made any violation by Axxxx’s of the Company Securities Act or any rule or regulation promulgated under the Securities Act applicable to Axxxx’s in this Agreementconnection with any such registration, qualification or compliance, and agrees to Axxxx’s will reimburse each such indemnified party Lxxxxxxxxx for any legal or and any other expenses reasonably incurred by them in connection with investigating investigating, preparing or defending any such claim, loss, claim, damage, liability or action; provided, however, that the Company indemnity contained herein shall not apply to amounts paid in settlement of any claim, loss, damage, liability or expense if settlement is effected without the consent of Axxxx’s (which consent shall not unreasonably be withheld); provided, further, that Axxxx’s will not be liable in any such case to the extent that any such claim, loss, claimdamage, damage liability or liability expense arises out of or is based upon on any such untrue statement or alleged untrue statement or omission or alleged omission untrue statement or omission, made therein in reliance upon and in conformity with written information furnished to the Company Axxxx’s by the Manager Lxxxxxxxxx specifically for inclusion use therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In consideration of the Buyer’s execution and delivery of this Agreement and the other Transaction Documents and for acquiring the Debentures hereunder, and in addition to all of the Company’s other obligations under this Agreement and the other Transaction Documents, the Company agrees to shall defend, protect, indemnify and hold harmless the ManagerBuyer and each other holder of the Debentures, the and all of their officers, directors, officers, employees and agents of (including, without limitation, those retained in connection with the Manager transactions contemplated by this Agreement) (collectively, the “Buyer Indemnitees”) from and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesactions, causes of action, suits, claims, damages or liabilitieslosses, joint or severalcosts, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Buyer Indemnitee is a party to the action for which they indemnification hereunder is sought), and including reasonable attorneys’ fees and all costs, and disbursements (the “Indemnified Liabilities”), incurred by the Buyer Indemnitees or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereofresult of, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectusarising out of, or in relating to (A) any amendment thereof misrepresentation or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company in this Agreement, and agrees to reimburse each such indemnified party for the Transaction Documents or any legal other certificate, instrument or other expenses reasonably incurred by them in connection with investigating document contemplated hereby or defending thereby, (B) any such lossbreach of any covenant, claim, damage, liability agreement or action; provided, however, that obligation of the Company will not contained in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (C) any cause of action, suit or claim brought or made against such Buyer Indemnitee by a third party and arising out of or resulting from a material misrepresentation by the Company under the Transaction Documents or due to a material breach by the Company of its obligations under this Agreement and the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Buyer Indemnities, any transaction financed or to be liable financed in any such case to whole or in part, directly or indirectly, with the proceeds of the issuance of the Debentures or the status of the Buyer or holder of the Debentures, as a purchaser of the Debentures of the Company. To the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company foregoing undertaking by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise havebe unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

Indemnification by Company. The To the extent permitted by applicable law, the Company agrees will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless the ManagerPurchaser, the directors, officers, employees from and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesexpenses, claims, damages losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by the Purchaser in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon on any untrue statement or alleged untrue statement of a material fact contained in any registration statement or other document, in each case related to the Resale Registration Statement for the registration of the Shares as originally filed Statement, or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged on any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in light of the representationscircumstances in which they were made, warrantiesnot misleading, covenants or agreements made any violation by the Company in of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this AgreementSection 3.1), and agrees to the Company will reimburse each such indemnified party the Purchaser for any reasonable and documented out-of-pocket legal or expenses and any other reasonable and documented out-of-pocket expenses reasonably actually incurred by them in connection with investigating or investigating, defending or, subject to the last sentence of this Section 3.1, settling any such loss, claim, damage, liability Losses or action, as such expenses are incurred; provided, however, provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company, nor shall the Company will not be liable to the Purchaser in any such case for any such Losses or action to the extent that any such loss, claim, damage or liability it arises out of or is based upon a violation or alleged violation of any such state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission made therein in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding the Purchaser furnished to the Company by the Manager specifically Purchaser or his authorized representatives in connection with such registration expressly for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise haveregistration statement or prospectus.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any the legal or other expenses of one counsel (including local counsel) reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section (8) hereof, the Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents Warrantholder or any holder of the Manager Warrant Shares and each person person, if any, who controls the Manager Warrantholder or any holder of Warrant Shares within the meaning of either the Act or the Exchange Act Act, against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or severalseveral (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which they such Warrantholder or any holder of them Warrant Shares may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereof, or in the Base Preliminary Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Effective Prospectus, or in the Final Prospectus or any amendment thereof or supplement thereto, ; or arise out of or are based upon (b) the omission or alleged omission to state therein in the Registration Statement. any Preliminary Prospectus the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or actionmisleading; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the Manager holder of such Warrant Shares specifically for inclusion thereinuse in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity agreement will be in addition to any liability that which the Company may otherwise have.

Indemnification by Company. The Company agrees will, to the maximum extent permitted by law, indemnify and hold harmless the ManagerInvestors, the directors, officers, employees and agents of the Manager partners, members, employees, agents, representatives of, and each person Person (as defined in the Securities Purchase Agreement), if any, who controls the Manager an Investor within the meaning of either the Act or the Exchange Act Act, against any and all losses, claims, damages damages, or liabilities, joint or several, to which they such Investor or any of them such other Person may become subject subject, under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement for the registration of the Shares as originally filed Statement, any prospectus relating thereto, or in any amendment or supplement thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from a violation or relate to any breach of any of the representations, warranties, covenants or agreements made alleged violation by the Company of: (i) the Securities Act, (ii) the Exchange Act (as defined in this the Securities Purchase Agreement), (iii) any other law relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (including, without limitation, any state securities law or any rule or regulation thereunder), (iv) any prospectus relating thereto, or (v) any amendment or supplement thereof; and agrees to will reimburse such Investor and each such indemnified party other Person for any legal or other expenses reasonably incurred by them such Investor or such other Person in connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to an Investor or such other Person to the extent that any such loss, claim, damage, expense or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with information that has been furnished in writing by such Investor in accordance with Section 6 expressly for use in connection with the preparation of the Registration Statement; provided further, that the Company shall not be required to provide such indemnification to such Investor or such other Person if such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon any preliminary prospectus and if, in conformity with written information furnished respect to such statement, alleged statement, omission or alleged omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus had not been sent or given by such Investor or such other Person (but only if they were required to do so under applicable law) at or prior to the confirmation of the sale by such Investor or such other Person with respect to which such loss, claim, damage, expense or liability relates. The Company shall reimburse each Investor and each such other Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by the Manager specifically for inclusion therein. This indemnity agreement will be them in addition to connection with investigating or defending any liability that the Company may otherwise havesuch loss, claim, damage, expense or liability.

Indemnification by Company. The To the extent permitted by law, Company agrees to will indemnify and hold harmless the ManagerHolder, the its employees, officers and directors, officers, employees and agents of any underwriter (as defined in the Manager Securities Act) for Holder and each person person, if any, who controls the Manager Holder or underwriter within the meaning of either the Securities Act or the Exchange Act Act, against any and all losses, claims, damages damages, or liabilities, liabilities (joint or several, ) to which they or any of them may become subject under the Act, the Exchange Act any Securities Laws or other Federal federal or state statutory law or regulation, at common law or otherwise("Losses"), insofar as such losses, claims, damages or liabilities Losses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a "Violation") by Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the such registration of the Shares as originally filed statement, including any preliminary prospectus or in final prospectus contained therein or any amendment thereof, amendments or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement supplements thereto, or arise out of or are based upon (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading misleading, or result from (iii) any violation or relate to any breach alleged violation by Company of any of Securities Laws in connection with the representationsoffering covered by such registration statement; and Company will pay as incurred to Holder, warrantiesits employees, covenants officer, or agreements made by the Company in this Agreementdirector, and agrees to reimburse each such indemnified party underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability Losses or action; provided, provided however, that the obligation of indemnity contained in this Section 8.1(iii) shall not apply to amounts paid in settlement of any such Losses or action if such settlement is effected without the consent of Company, which consent shall not be unreasonably withheld; nor shall Company will not be liable in any such case for any such Losses or action to the extent that any such loss, claim, damage or liability it arises out of of, or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein upon, a Violation which occurs in reliance upon upon, and in conformity with with, written information furnished to the Company expressly for use in connection with such registration by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveHolder, its employees, officer, director, underwriter or controlling person of Holder.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any the legal expenses of one counsel or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In addition to all other sums due hereunder or provided for in this Agreement, the Company agrees to indemnify and hold harmless the ManagerPurchaser and its officers, the directors, officersagents, employees and agents of partners (each, an "indemnified party") to the Manager fullest extent permitted by law from and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilitiesdamages, joint or severalexpenses (including reasonable fees, to which they or any disbursements and other charges of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claimscounsel), damages or other liabilities (or actions in respect thereof"Losses") arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to resulting from: (i) any breach of any representation or warranty, covenant or agreement of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for or (ii) any legal legal, administrative or other expenses reasonably incurred actions (including actions brought by them any equityholders of the Company or derivative actions brought by any Person claiming through the Company or in connection with investigating the Company's name), proceedings or defending investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of any such lossof the Transaction Documents or the Securities, claimthe transactions contemplated hereby or thereby, damage, liability or actionany indemnified person's role therein; provided, however, that the Company will shall not be liable under this Section 7.1: (a) for any amount paid in any such case settlement of claims without the Company's consent (which consent shall not be unreasonably withheld or delayed) or (b) to the extent that any it is finally judicially determined that such lossLosses resulted primarily from the willful misconduct, claimbad faith or gross negligence of such indemnified party or a breach of such Purchaser's representations in Article VI; provided, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon further, that if and in conformity with written information furnished to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability that shall be permissible under applicable laws. In connection with the obligation of the Company to indemnify for expenses as set forth above, the Company further agrees to reimburse each indemnified party for all such expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such indemnified party; provided, however, that in no event shall the Manager specifically Company be required to pay fees and expenses under this Article VII for inclusion therein. This indemnity agreement will be more than one firm of attorneys in addition to the firm of attorneys representing the Company in any liability jurisdiction in any one legal action or group of related legal actions; provided, further, that if an indemnified party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Company may otherwise haveLosses in question resulted primarily from the willful misconduct, bad faith or gross negligence of such indemnified party.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The In consideration of each Investor's execution and delivery of this Agreement and its acquisition of the Securities hereunder, and in addition to all of the Company's other obligations under this Agreement, the Registration Rights Agreement, the Warrants and the Convertible Notes, the Company agrees to will defend, protect, indemnify and hold harmless each Investor and each other holder of the Manager, the directorsSecurities and all of their shareholders, officers, employees directors, employees, advisors and agents direct or indirect investors and any of the Manager foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesactions, causes of action, suits, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claimscosts, damages penalties, fees, liabilities and damages, and expenses in connection therewith (regardless of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of suffered by an Indemnitee as a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereofresult of, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectusarising out of, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission relating to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to (a) any breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company herein or in any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained herein or in any other certificate, instrument or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance, breach or enforcement of this Agreement, and agrees the Registration Rights Agreement, the Warrants or the Convertible Notes by the Company, (d) any transaction financed or to reimburse each be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or (e) the status of such indemnified party Investor or holder of the Securities as an investor in the Company to the extent such status arises from actions or inaction by the Company in violation of law. To the extent that the foregoing undertaking by the Company is unenforceable for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such lossreason, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case make the maximum contribution to the extent payment and satisfaction of each of the Indemnified Liabilities that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise havepermissible under applicable law.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless the Managereach Holder, the directors, officers, its officers and employees and agents of the Manager and each person person, if any, who controls the Manager any Holder within the meaning of either the Act or the Exchange Act Securities Act, from and against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Registrable Securities), to which they that Holder, officer, employee or any of them controlling person may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities action arises out of, or is based upon, (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed Statement, Prospectus or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectuspreliminary prospectus, or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon (ii) the omission or alleged omission to state therein a in any Registration Statement, Prospectus or preliminary prospectus, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to shall reimburse each Holder and each such indemnified party officer, employee and controlling person promptly upon demand for any legal or other expenses reasonably incurred by them that Holder, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon upon, any such untrue statement or alleged untrue statement or omission or alleged omission made therein in any Registration Statement, Prospectus, preliminary prospectus or in any such amendment or supplement in reliance upon and in conformity with the written information furnished to the Company by the Manager or on behalf of any Holder specifically for inclusion therein. This The foregoing indemnity agreement will shall be in addition to any liability that which the Company may otherwise havehave to any Holder or to any officer, employee or controlling person of that Holder. The Company will also indemnify underwriters, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) (i) to the same extent as provided above with respect to the indemnification of each Holder of Registrable Securities and (ii) is customarily required of issuers by such underwriters.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Managershall defend you against any claim, the directorsdemand, officerssuit, employees and agents or proceeding made or brought against you by a third party alleging that your use of the Manager and each person who controls Service, as permitted hereunder, directly infringes the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement patent rights of a material fact contained in third party (a "Claim Against You"), and shall indemnify you for any damages, reasonable attorney fees and costs finally awarded against you, as a result of, and for amounts paid by you under a court-approved settlement of, a Claim Against You; provided that you (a) promptly give the Registration Statement for the registration Company written notice of the Shares as originally filed or in any amendment thereof, or in Claim Against You; (b) give the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any Company sole control of the representations, warranties, covenants or agreements made by defence and settlement of the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability Claim Against You (provided that the Company may not settle any Claim Against You unless the settlement unconditionally releases you of all liability); and (c) provide to the Company all reasonable assistance, at the Company's expense. In the event of a Claim Against You, or if the Company reasonably believes the Service may infringe or misappropriate, the Company may in the Company's discretion and at no cost to you (i) modify the Service so that it no longer infringes or misappropriation, (ii) obtain a licence for your continued use of the Service in accordance with this Agreement, or (iii) terminate your Subscriptions for such Service upon thirty (30) days’ written notice and refund to you any prepaid fees covering the remainder of the term of such Subscriptions after the effective date of termination. The Company shall have no liability hereunder with respect to any Claim Against You based upon (a) the combination of the Service with other products not furnished by the Company; (b) any addition to or modification to the Service by any person or entity other than the Company; (c) information or requirements or directives furnished by you; or (d) use of the Service in a manner inconsistent with or not otherwise havecontemplated by this Agreement.

Indemnification by Company. The In addition to all other sums due hereunder or provided for in this Agreement, the Company agrees to indemnify and hold harmless the ManagerPurchaser and its officers, the directors, officersagents, employees and agents of partners (each, an "INDEMNIFIED PARTY") to the Manager fullest extent permitted by law from and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilitiesdamages, joint or severalexpenses (including reasonable fees, to which they or any disbursements and other charges of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claimscounsel), damages or other liabilities (or actions in respect thereof"LOSSES") arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to resulting from: (i) any breach of any representation or warranty, covenant or agreement of the representations, warranties, covenants or agreements made by the Company in this Agreement, or (ii) any legal, administrative or other actions (including actions brought by any equityholders of the Company or derivative actions brought by any Person claiming through the Company or in the Company's name), proceedings or investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of any of the Transaction Documents or the Securities, the transactions contemplated hereby or thereby, or any indemnified person's role therein; PROVIDED, HOWEVER, that the Company shall not be liable under this SECTION 7.1: (a) for any amount paid in settlement of claims without the Company's consent (which consent shall not be unreasonably withheld or delayed), (b) with respect to disputes among holders of the Preferred Shares as to their rights under the Ancillary Documents which disputes are not caused by the Company, or (c) to the extent that it is finally judicially determined that such Losses resulted primarily from the willful misconduct, bad faith or gross negligence of such indemnified party or a breach of such Purchaser's representations in ARTICLE VI; PROVIDED, FURTHER, that if and to the extent that such indemnification is unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of such indemnified liability that shall be permissible under applicable laws. In connection with the obligation of the Company to indemnify for expenses as set forth above, the Company further agrees to reimburse each such indemnified party for any legal or all such expenses (including reasonable fees, disbursements and other expenses reasonably charges of counsel) as they are incurred by them in connection with investigating or defending any such lossindemnified party; PROVIDED, claim, damage, liability or action; provided, howeverHOWEVER, that in no event shall the Company will not be liable required to pay fees and expenses under this ARTICLE VII for more than one firm of attorneys in addition to the firm of attorneys representing the Company in any jurisdiction in any one legal action or group of related legal actions; PROVIDED, FURTHER, that if an indemnified party is reimbursed hereunder for any expenses, such case reimbursement of expenses shall be refunded to the extent that any such loss, claim, damage or liability arises out of or it is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability finally judicially determined that the Company may otherwise haveLosses in question resulted primarily from the willful misconduct, bad faith or gross negligence of such indemnified party.

Indemnification by Company. The Company agrees (a) With respect to indemnify and hold harmless the Managerany actions, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossessuits, claims, damages demands or liabilitiesother proceedings, joint based upon an alleged cause of action arising out of any action or severalinaction which Executive may have taken or failed to take on behalf of the Company or of its affiliated, related or subsidiary entities at any time on or prior to which they the Resignation Date in his capacity as an officer, director or employee of the Company or its affiliated, related or subsidiary entities and, in the event Executive shall, at any time subsequent to the date hereof, be subjected to any such action, suit, claim, demand or any other proceeding, Executive shall be: (i) entitled to receive the benefit, in respect of them may become subject under the Actany actions, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossessuits, claims, damages demands or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereofother proceedings, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any actions, suits, claims, demands or other proceedings asserted against the Company, of the representations, warranties, covenants or agreements made any insurance coverage and protection under any director and/or officer liability insurance policy which is currently maintained by the Company in this Agreementor its affiliated, related or subsidiary entities and which is now available to any present or former executive officers or directors of the Company or its affiliated, related or subsidiary entities, or any insurance coverage and protection under any such policy which is hereafter maintained by the Company or its affiliated, related or subsidiary entities which is available to any then former executive officer or former director of the Company or its affiliated, related or subsidiary entities. provided, however that the Company shall not indemnify, nor provide insurance coverage to, the Executive if it is determined by a court of competent jurisdiction that the Executive is guilty of, or the Executive pleads nolo contendere to, criminal charges or the Executive is found by a court of competent jurisdiction to have committed fraud against the Company. (b) With respect to the foregoing rights of indemnification, the Company shall, and agrees shall cause any affiliated, related or subsidiary entity to, cooperate fully with Executive in responding to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any such lossaction, suit, claim, damagedemand or proceeding. Executive shall comply with the provisions of its certificate of incorporation or bylaws relating to advance of expenses. (c) Within 5 business days after receipt by Executive of notice of the commencement of any action, liability suit, claim, demand or proceeding described in the preceding paragraph, Executive shall, if a claim for indemnification in respect thereof is to be made by Executive against the Company hereunder, notify the Company in writing of the commencement thereof. In case any such action is brought against Executive, and he notifies the Company of the commencement thereof, the Company will be entitled, at its expense, to appoint counsel satisfactory to Executive to represent and defend Executive in such action; provided, however, that if the Company will not be liable defendants in any such case action include both Executive and the Company and if Executive and the Company, or counsel for the Company and Executive, shall have reasonably concluded that Executive may have interests adverse to the Company, Executive shall have the right to select separate counsel to defend such action on behalf of Executive and be reimbursed only to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to provided for under the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveCompany's existing insurance.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence, willful misconduct or fraud of the Manager. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The To the extent permitted by law, the Company agrees to will indemnify and hold harmless the Managereach Holder, the directorspartners, officers, employees officers and agents directors of the Manager each Holder and each person person, if any, who controls the Manager such Holder within the meaning of either the Securities Act or the Exchange Act Act, against any and all losses, claims, damages damages, or liabilities, liabilities (joint or several, ) to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal federal, Canadian, provincial or state statutory law or regulation, at common law or otherwiselaw, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, amendments or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement supplements 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 therein, or necessary to make the statements therein not misleading misleading, (ii) any untrue statement or result from alleged untrue statement of a material fact contained in the Prospectus (including any preliminary, final or relate summary prospectus, amendment or supplement thereto) included in such Registration Statement or any omission or alleged omission to state a material fact required to be stated therein or necessary to make any breach of any statement therein, in light of the representationscircumstances under which they were made, warrantiesnot misleading, covenants or agreements made (iii) any violation or alleged violation of the Securities Act, the Exchange Act, any Canadian, provincial or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any Canadian, provincial or state securities law in connection with the offering covered by the Registration Statement; provided, however, that the Company will not be liable for indemnification in this Agreementany such case to the extent that any losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact so made in reliance upon and agrees in conformity with written information furnished to reimburse the Company by such Holder. Subject to Section 2.5(c), the Company will pay to each such indemnified party Holder, partner, officer, director or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, action if it is judicially determined that the Company will not be liable in any there was such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise havea violation.

Indemnification by Company. (a) The Company agrees to (the “Company Indemnifying Party”) shall indemnify and hold harmless the Managereach Investor, its affiliates and stockholders, directors and officers (collectively, the directors, officers, employees “Company Indemnified Parties”) from and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesliabilities, obligations, deficiencies, demands, claims, damages or liabilitiessuits, joint or severalactions, to which they or any causes of them may become subject under the Actaction, the Exchange Act or other Federal or state statutory law or regulationassessments, at common law or otherwise, insofar as such losses, claimscosts and expenses (including reasonable attorneys’ fees) (collectively, damages “Claims”), sustained or liabilities incurred by any such Company Indemnified Party, resulting from (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of a representation or warranty made by the Company Indemnifying Party in this Agreement, and (ii) any breach of a covenant made by the Company Indemnifying Party in this Agreement. The provisions of this Section 6.2 are intended to be for the benefit of, and shall be enforceable by, each Company Indemnified Party. In no event shall any Company Indemnifying Party be liable to any Company Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, except to the extent paid by a Company Indemnified Party to a third party in respect of the representationsclaim for which such Company Indemnified Party is entitled to indemnification hereunder. For the avoidance of doubt, warrantiesthe Company shall not be in breach of its representations and warranties in Section 1.6 unless and until there is a “determination,” as such term is defined in Section 1313(a) of the Code, covenants that results in any such representation or agreements warranty not being true and correct as of the date such representation or warranty was made. (b) Without limiting the foregoing, in the event one or more Company Indemnified Parties receive one or more payments from the Company (“Indemnity Proceeds”) in respect of any Claim for a breach of a representation or warranty of the Company in Article 1 (including, as a result of Section 1.1, any breach of a representation or warranty of the Company in Article 3 of the Purchase Agreement or in Article 2 of the B-3 Subscription Agreement, in each case, determined in accordance with the terms of such agreement) or a covenant made by the Company in this AgreementAgreement or any other Claim ancillary or related to any such breach (a “Specified Breach”), such Indemnity Proceeds (net of the costs of obtaining such Indemnity Proceeds, including attorneys’ fees and expenses, which costs shall be reimbursed from the Indemnity Proceeds to the applicable Investor Indemnified Party(ies) incurring such costs, the “Net Indemnity Proceeds”) shall be allocated among, and disbursed to, all of the Investors in respect of such Specified Breach, on a pro rata basis in proportion to the sum of (i) the aggregate Liquidation Preference (as defined in the Restated Certificate) of all shares of Series B Preferred Stock and (ii) the aggregate Conversion Price (as defined in the Restated Certificate) of those shares of the Company’s Common Stock that were issued upon conversion of Series B Preferred Stock, in the case of each of clauses (i) and (ii), held by them at the time the Company pays the Indemnity Proceeds. Each Investor agrees to reimburse each cooperate in the determination of any required allocation of Net Indemnity Proceeds pursuant to this Section 6.2(b), and agrees, if applicable, to pay to the other Investors such indemnified party for any legal or other expenses reasonably incurred portion of the Net Indemnity Proceeds received by them such Investor as is required hereunder. For the avoidance of doubt: (i) in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the event JPM asserts Claims against the Company will that are not be liable in any such case with respect to the extent a Specified Breach but that any such loss, claim, damage or liability arises out of or is are based upon any facts that would support a Claim for a Specified Breach, then for purposes of this Section 6.2(b), all of the recoveries by JPM from the Company in respect of such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon Claims shall be deemed to have arisen from a Specified Breach and shall be allocated among, and disbursed to, all of the Investors pursuant to and in conformity accordance with written information furnished this Section 6.2(b), regardless of whether the other Investors have asserted or are able to assert such Claims; and (ii) the provisions of this Section 6.2(b) shall not apply to any Claims asserted against the Company by JPM or any of its affiliates or direct or indirect subsidiaries with respect to any agreement (including, without limitation, any loan made to the Company by JPM or any of its affiliates or direct or indirect subsidiaries) other than this Agreement or by the Manager specifically for inclusion therein. This indemnity agreement will be in addition Investors with respect to any liability that the Company may otherwise haveOfficer’s Certificate.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, the ATM Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees hereby indemnifies, holds harmless and defends the Members, the Managers and the Member Parties (each, an “Indemnitee”) from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (a)(i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the Company any liability under Non-Recourse Carveout Guaranties triggered as a result of such Indemnitee’s breach thereof), (ii) their status as Members, Managers or Representatives of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company), if (b) the Indemnitee’s acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct. The foregoing notwithstanding, nothing herein shall be construed to cause the Company to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or Indemnitee from any of them may become subject liability under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case Non-Recourse Carveout Guaranty to the extent that any such lossliability thereunder arises as a result of a bad act (e.g. fraud, claimmisrepresentation, damage gross negligence, etc.) of any Indemnitee and, to the extent there is a separate backstop agreement or liability arises out of or is based upon other indemnity arrangement by and between the Indemnitees with respect to any such untrue statement liability, the parties thereto shall first pursue their recover under any such backstop agreement before pursuing any indemnification against the Company with respect to any such Non-Recourse Carveout Guaranty and no party that is held liable for any payment under any such backstop agreement or alleged untrue statement or omission or alleged omission other indemnification agreement shall be entitled to recover any payments made therein by such Indemnitee with respect to any such indemnification obligations from the Company pursuant to this Section. Reasonable expenses incurred by the Indemnitee in reliance upon and in conformity connection with written information furnished any such proceeding relating to the Company foregoing matters shall be paid or reimbursed by the Manager specifically for inclusion therein. This indemnity agreement will be Company in addition to any liability that advance of the final disposition of such proceeding upon receipt by the Company may otherwise haveof (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured.

Indemnification by Company. The Company agrees to indemnify and hold harmless each of the ManagerManagers, the directors, officers, employees and agents of each of the Manager Managers and each person who controls each of the Manager Managers within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the ProspectusProspectuses, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any therein, in light of the representationscircumstances under which they were made, warranties, covenants or agreements made by the Company in this Agreementnot misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the a Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have. The indemnification obligations of the Company under this Agreement will cease to apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, claims, damages or liabilities (or actions in respect thereof) were solely caused by the gross negligence or willful misconduct of the Manager.

Indemnification by Company. The In connection with any registration pursuant to this Restated Agreement, the Company agrees to indemnify and hold harmless harmless, to the Managerfullest extent permitted by law, the each Holder of Registrable Securities included in a registration pursuant to this Restated Agreement, such Holder's officers, directors, officers, partners and employees and agents of the Manager and each person who controls the Manager such holder (within the meaning of either the Act Securities Act) and each underwriter, if any (including any broker or dealer which may be deemed an underwriter) and each person who controls any underwriter of the Exchange Act Registrable Securities against any and all losses, claims, damages or damages, liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses caused by (or actions in respect thereofi) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement for the registration of the Shares as originally filed Statement, Prospectus or in any preliminary prospectus or any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, thereto or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or result from or relate to (ii) any breach of any of the representations, warranties, covenants or agreements made violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in this Agreementconnection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and agrees to reimburse shall reimburse, as incurred, each such indemnified party of the foregoing persons for any legal or and any other expenses reasonably incurred by them in connection with investigating or defending any such claims; provided, that the indemnity agreement contained in this subsection (a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld), nor shall the Company be liable to the extent any loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability action arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished in writing to the Company by the Manager specifically any Holder, underwriter or controlling person expressly for inclusion therein. This indemnity agreement will be use in addition to any liability that the Company may otherwise haveconnection with such registration.

Indemnification by Company. The Company agrees to indemnify and hold harmless SFTV against and in respect to all damages (as hereinafter defined) up to the Manager, the directors, officers, employees and agents amount of the Manager purchase price (what is the purchase price?). Damages, as used herein shall include any claim, salary, wage, action, tax, demand, lost, cost, expense, liability (joint or several), penalty and each person who controls other damage, including without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the Manager within imposition thereof, or in enforcing this indemnity, resulting to SFTV from any inaccurate representation made by or on behalf of the meaning Shareholders in or pursuant to this Agreement, breaches any of either the Act warranties made by or on behalf of the Shareholders in or pursuant to this Agreement, or breach or default in the performance by the Shareholders of any of the obligations to be performed by them hereunder. Notwithstanding the scope of the Shareholder’s representations and warranties herein, or of any individual representation or warranty, or any disclosure to SFTV herein or pursuant hereto, or the Exchange Act against definition of damages contained in the preceding sentence, or SFTV’s knowledge of any fact or facts at or prior to the Closing, damages shall also include all debts, liabilities, and obligations of any nature whatsoever (whether absolute, accrued, contingent, or otherwise, and whether due or to become due) of the Company, as of the date hereof, whether known or unknown by the Shareholders; all claims, actions, demands, losses, costs, expenses, and liabilities resulting from any litigation from causes of action arising prior to the Closing involving the Company or any stockholders thereof other than the Shareholders, whether or not disclosed to SFTV; all claims, actions, demands, losses, costs, expenses, liabilities and penalties resulting from (i) the Company’s infringement or claimed infringement upon or acting adversely to the rights or claimed rights of any person under or in respect to any copyrights, trademarks, trademark rights, patents, patent rights or patent licenses; or (ii) any claim or pending or threatened action with respect to the matters described in clause (i); all claims, actions, demands, losses, costs, expenses, liabilities or penalties resulting from the Company’s failure in any respect to perform any obligation required by it to be performed at or prior to the Closing, or by reason of any default of the Company, at the Closing, under any of the contracts, agreements, leases, documents, or other commitments to which it is a party or otherwise bound or affected; and all losses, claimscosts, damages and expenses (including without limitation all fees and disbursements of counsel) relating to damages. The Company shall reimburse and/or pay on behalf of SFTV any payment made or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make made by SFTV and/or the statements therein not misleading or result from or relate to Company at any breach time after the closing based on the judgment of any competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions, in respect to the representations, warranties, covenants or agreements made by damages to which the foregoing indemnity relates. SFTV shall give the Company notice within thirty (30) days after notification of any litigation threatened or instituted against the Company which might constitute the basis of a claim for indemnity by SFTV against the Company. Notwithstanding anything contained in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case Agreement to the extent that any such losscontrary, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein the right to indemnification described in reliance upon and in conformity with written information furnished to this paragraph shall expire 18 months after the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveClosing.

Indemnification by Company. The Company agrees hereby indemnifies, holds harmless and defends the Members, the Managers and the Representatives (each, an “Indemnitee”) from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (a)(i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the Company any liability under Non-Recourse Carveout Guaranties triggered as a result of such Indemnitee’s breach thereof), (ii) their status as Members, Managers or Representatives of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member or employee of the Company), if (b) the Indemnitee’s acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct. The foregoing notwithstanding, nothing herein shall be construed to cause the Company to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or Indemnitee from any of them may become subject liability under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case Non-Recourse Carveout Guaranty to the extent that any such lossliability thereunder arises as a result of a bad act (e.g. fraud, claimmisrepresentation, damage gross negligence, etc.) of any Indemnitee and, to the extent there is a separate backstop agreement or liability arises out of or is based upon other indemnity arrangement by and between the Indemnitees with respect to any such untrue statement liability, the parties thereto shall first pursue their recover under any such backstop agreement before pursuing any indemnification against the Company with respect to any such Non-Recourse Carveout Guaranty and no party that is held liable for any payment under any such backstop agreement or alleged untrue statement or omission or alleged omission other indemnification agreement shall be entitled to recover any payments made therein by such Indemnitee with respect to any such indemnification obligations from the Company pursuant to this Section. Reasonable expenses incurred by the Indemnitee in reliance upon and in conformity connection with written information furnished any such proceeding relating to the Company foregoing matters shall be paid or reimbursed by the Manager specifically for inclusion therein. This indemnity agreement will be Company in addition to any liability that advance of the final disposition of such proceeding upon receipt by the Company may otherwise haveof (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares ADSs as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of or are based upon any Proceeding, commenced or threatened (whether or not the Manager is a target of or party to such Proceeding) or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The Company agrees to indemnify and to save and hold harmless the Managereach holder of Registrable Shares and any underwriter, the directors, officers, employees directors and agents partners and partners of the Manager partners, and each person who controls the Manager such holder or any such underwriter (within the meaning of either the Securities Act or the Exchange Act Act) from and against any and all losses, claims, damages or damages, liabilities, joint or several, and expenses (including reasonable attorneys fees and expenses and reasonable costs of investigation) to which they the holder or underwriter or any of them such other person may become subject be subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon on any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registration Statement for the registration of the Registrable Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, supplement thereto or in any amendment thereof preliminary prospectus or supplement theretoany other document incident to the registration of Registrable Shares under the Securities Act or the qualification of the Registrable Shares under any state securities laws, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or result from arising out of or relate to based upon any breach of any violation or alleged violation by the Company of the representationsSecurities Act, warrantiesthe Exchange Act or any other federal or state securities laws, covenants rules or agreements made regulations applicable to the Company and relating to action or inaction by the Company in this Agreement, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such lossregistration or qualification, claim, damage, liability or action; provided, however, that except insofar as the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises same arise out of or is based reliance upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein furnished in reliance upon and in conformity with written information furnished writing to the Company by the Manager specifically such holder (or, if it is an underwritten offering, an underwriter selected by such holders), expressly for inclusion use therein. This indemnity agreement will be in addition The Company will, pursuant to any liability that a separate agreement, agree to indemnify the Company may otherwise haveunderwriters thereof, their officers, directors and partners and partners of partners, and each person who controls (within the meaning of the Securities Act) such underwriters (collectively, "Securities Professionals") to the same extent as provided above.

Indemnification by Company. The Company agrees to indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement registration statement for the registration of the Shares as originally filed or in any amendment thereof, or in the Base Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementmisleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

Indemnification by Company. The During the Survival Period and subject to Section 8.14 below, the Company agrees to shall and hereby does indemnify and hold the Purchasers harmless the Manager, the directors, officers, employees from and agents against and in respect of the Manager and each person who controls the Manager within the meaning of either the Act or the Exchange Act against any and all lossesactual loss, claims, damages or liabilities, joint or several, to which they or any of them damage and expense incurred (other than losses that the Purchasers may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar incur as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration stockholder of the Shares as originally filed or in any amendment thereofCompany) by the Purchasers resulting from, or in the Base Prospectusarising out of, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Prospectusattributable to, or in any amendment thereof manner connected with: (a) Any misrepresentation or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach of any of the representations, warranties, covenants representation or agreements warranty made by the Company pursuant to this Agreement or failure to fulfill any covenant or agreement on the part of the Company contained in this Agreement, and agrees to reimburse each such indemnified party for Agreement or in any legal certificate or other expenses reasonably incurred document delivered, or to be delivered, by them the Company to the Purchasers in connection with investigating this Agreement; and (b) Any and all actions, suits, proceedings, demands, assessments or defending judgments, costs and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing and the enforcement thereof. If any event shall occur or any circumstance arise which might give rise to a claim in respect of any matter against which the Company has indemnified the Purchasers hereunder, the Purchasers promptly shall give notice thereof to the Company. Such notice shall be given within fifteen (15) days after said claim shall have been presented to the Purchasers. Unless the parties otherwise agree in writing, the Company shall defend against all such third-party claims or otherwise satisfy said claims, at its sole cost and expense, through counsel and accountants designated by it, which approval shall not be delayed or withheld unreasonably. The Purchasers shall have the right to participate with the Company in the defense of any such loss, claim, damage, liability or action; provided, however, that the matter. The Company will shall not be liable in for any such case settlement of a claim by the Purchasers without the Company's consent. Notwithstanding anything to the extent that any such losscontrary herein, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon the Purchasers shall not lay claim and in conformity with written information furnished to the Company by shall not be liable under this Section for any action, proceeding or investigation in respect of which indemnity may be sought as provided above, amounting to less than $50,000 in the Manager specifically aggregate, provided that such persons shall be liable from the first dollar for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise haveclaim or claims exceeding such amount.

Indemnification by Company. The Company agrees to shall indemnify and hold harmless the Manager, the directors, officers, employees and agents of the Manager each Underwriter and each person who controls the Manager within the meaning of either the Act or the Exchange Act participating dealer against any and all lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, to which they such Underwriter or any of them participating dealer may become subject subject, under the Act, the Exchange Securities Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such lossesloss, claimsclaim, damages damage, or liabilities liability (or actions in action with respect thereofthereto) arise arises out of or are is based upon (a) any violation of any registration requirements; (b) any improper use of sales literature by the Company; (c) any untrue statement or alleged untrue statement made by the Company in Section 2 hereof; (d) any untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement for the registration of the Shares as originally filed or in Statement, any amendment thereof, or in the Base Preliminary Prospectus, any Prospectus Supplement, the Prospectus, any Issuer Free Writing Effective Prospectus, or in the Final Prospectus or any amendment thereof or supplement thereto, or arise out of (ii) in any application or are other document, executed by the Company specifically for such application or based upon written information furnished by the Company, filed in order to qualify the Units under the securities laws of the states where filings were made (any such application, document, or information being hereinafter called “Blue Sky Application”); or (e) the omission or alleged omission to state therein in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading or result from or relate to any breach misleading; and shall pay the costs and expenses of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, each Underwriter and agrees to reimburse each such indemnified party participating dealer for any legal or other reasonable expenses reasonably incurred by them such Underwriter and participating dealer in connection with investigating or defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action, notwithstanding the possibility that payments for such expenses might later be held to be improper, in which case the person receiving them shall promptly refund them; provided, however, except that the Company will shall not be liable in any such case to the extent extent, but only to the extent, that any such loss, claim, damage damage, or liability arises out of or is based upon any such an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company through the Underwriter or participating dealer by the Manager or on behalf of any Underwriter or participating dealer specifically for inclusion therein. This indemnity agreement will be use in addition to the preparation of the Registration Statement, any liability that Preliminary Prospectus, the Company may otherwise haveEffective Prospectus and the Final Prospectus or any amendment or supplement thereto, or any Blue Sky Application.