Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. 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 Warrantholder or any holder of Warrant Shares and each person, if any, who controls the Warrantholder or any holder of Warrant Shares within the meaning of the Act, against any and all loss, claim, damage or liability, joint or several (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state 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; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use 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 will be in addition to any liability which the Company may otherwise have.

Indemnification by Company. In To the event of extent permitted by applicable law, the filing of any Registration Statement Company will, with respect to the Warrant Shares 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 Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Person’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilityother fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with actions in respect theretothereof) arises (collectively, “Losses”) to the extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration StatementSecurities Act) or other document, any Preliminary Prospectusin each case related to such registration statement, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company 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 Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an 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 made in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder Holder or the holder of such Warrant Shares specifically its authorized representatives expressly for use in the preparation connection with such registration by or on behalf of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveHolder.

Indemnification by Company. In the event If any Registrable Securities are included in a registration statement of the filing of any Registration Statement with respect Company under this Agreement, then, to the Warrant Shares pursuant to Section 8 hereofextent permitted by law, the Company agrees to will indemnify and hold harmless each Holder, the Warrantholder partners or officers, directors and stockholders of each Holder, legal counsel and accountants for each Holder, any holder of Warrant Shares underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls the Warrantholder such Holder or any holder of Warrant Shares underwriter, within the meaning of the Securities Act or the Exchange Act, against any and all losslosses, claimclaims, damage damages or liability, liabilities (joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), several) to which such Warrantholder they may become subject under the Securities Act, the Exchange Act or any holder of Warrant Shares may become subject, under the Act or otherwisestate securities laws, insofar as such losslosses, claimclaims, damage, damages or liability liabilities (or action with actions in respect theretothereof) arises arise out of or is are based upon any of the following statements, omissions or violations (acollectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementsuch registration statement, including any Preliminary Prospectus, the Effective Prospectus, preliminary prospectus or the Final Prospectus final prospectus contained therein or any amendment amendments or supplement supplements thereto; or , (bii) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading; except that , or (iii) any violation or alleged violation by the Company shall not be liable of 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 the Company will reimburse each such Holder, partner, officer, director, stockholder, counsel, accountant, or controlling person for any legal or other expenses reasonably incurred by them in any such case to the extent, but only to the extent, that connection with investigating or defending any such loss, claim, damage, liability or action 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 (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made a Violation that occurs in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically 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 preparation foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder, partner, officer, director, stockholder, counsel or accountant, or any person controlling such Holder, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus prospectus (as then amended or any amendment or supplement thereto. This indemnity will be in addition to any liability which 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. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, ) such Persons from and against any and all losslosses, claimclaims, damage damages, liabilities (or liabilityactions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all including reasonable costs of defense and investigation and all attorneys' fees)legal expenses) (each, to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect theretoa “Loss” and collectively “Losses”) arises arising out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Registration Statement, sale of such Registrable Securities was registered under the Securities Act (including any Preliminary Prospectus, the Effective Prospectus, final or the Final preliminary Prospectus contained therein or any amendment thereof or supplement thereto; thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (bas defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein 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; except provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement (i) in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically indemnified party expressly for use in the preparation thereof or (ii) which has been corrected in a subsequent applicable filing with the SEC but such indemnified party nonetheless failed to provide such corrected filing to the Person asserting such Loss, in breach of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement theretoindemnified party’s obligations under applicable law. This indemnity will shall be in addition to any liability which the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

Indemnification by Company. In To the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereofextent permitted by law, the Company agrees to will indemnify each Holder, each of the Holder’s officers, directors, shareholders, employees, representatives and hold harmless the Warrantholder or any holder of Warrant Shares and each personpartners, if any, who controls the Warrantholder Controlling Person of such Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each Controlling Person of any holder of Warrant Shares within the meaning underwriter, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the Actforegoing incurred in any investigation or inquiry or in any settlement of any litigation commenced or threatened, against any and all loss, claim, damage or liability, joint or several (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statementany registration statement, any Preliminary Prospectusprospectus, the Effective Prospectusoffering circular or other document, or the Final Prospectus or any amendment or supplement thereto; , incident to any such registration, qualification or compliance, or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company of the Securities Act, the Exchange Act, or any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of the Holder’s officers, directors, shareholders, employees, representatives and partners, if any, and each such Controlling Person, each such underwriter and each such Controlling Person of any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; except provided, however, that the Company indemnity agreement contained in this Section 6.1 shall not be liable (i) apply to amounts paid in any such case to the extent, but only to the extent, that settlement of any such loss, claim, damage, liability, or liability action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); (ii) apply to any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with such registration statement, preliminary prospectus, final prospectus, or amendments to supplements thereto, in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically expressly for use in connection with such registration by and such Holder, underwriter, or Controlling Person; or (iii) inure to the preparation benefit of any underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Registrable Securities which are the subject thereof (or to the benefit of any person controlling such underwriter) with respect to a preliminary prospectus or final prospectus if such underwriter (if required by the Act) failed to send or give a copy of the Registration Statementmost recent prospectus, any Preliminary Prospectusif the most recent prospectus furnished by the Company shall correct the untrue statement or alleged untrue statement or omission or alleged omission which is the basis of the loss, claim, damage, liability, or action for which indemnification is sought, to such person at or prior to the Effective Prospectus and written confirmation of the Final Prospectus or any amendment or supplement theretosale of such Registrable Securities to such person. This indemnity will be in addition to any liability which the Company may otherwise have.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any full extent permitted by law, each holder of Warrant Shares Registrable Securities, its officers, directors and employees and each person, if any, Person who controls the Warrantholder or any such holder of Warrant Shares (within the meaning of the Securities Act) against all losses, against any claims, damages, liabilities and all loss, claim, damage or liability, joint or several (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) expenses caused by any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final preliminary Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein; except provided, however, that the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, liability or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished any such preliminary Prospectus if (i) such holder failed to deliver a copy of the Prospectus to the person asserting such loss, claim, damage, liability or expense after the Company by had furnished such Warrantholder holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected such untrue statement or omission; and provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the holder of Registrable Securities thereafter fails to deliver such Warrant Shares specifically for use Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with a sufficient number of copies of the same. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the preparation distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Registration StatementSecurities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveif requested.

Indemnification by Company. In To the event of extent permitted by applicable law, the filing of any Registration Statement Company will, with respect to the Warrant Shares any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to Section 8 hereofthis Agreement, the Company agrees to indemnify each Holder, each Holder’s current and hold harmless the Warrantholder or any holder of Warrant Shares former officers, directors, partners and members, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), against any all expenses, claims, losses, damages and all loss, claim, damage or liabilityliabilities, joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with actions in respect theretothereof) arises arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the Registration Statementany registration statement, any Preliminary Prospectusprospectus, the Effective Prospectuspreliminary prospectus, offering circular or the Final Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statementother document, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged 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; except that , or 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 connection with any such registration, and the Company will reimburse each of the Company Indemnified Parties for any reasonable legal and any other expenses reasonably incurred in connection with 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 to the extent, but only to the extent, that for any such loss, claim, damage, liability or liability action (a) to the extent that it arises out of or is based upon an 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 made in the registration statement or prospectus) that occurs in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically expressly for use in connection with such registration by or on behalf of any Holder or (b) in the preparation 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 was corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the Registration Statementfinal or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any Preliminary Prospectus, case in which such delivery is required by the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveSecurities Act.

Indemnification by Company. In To the event of extent permitted by applicable law, the filing of any Registration Statement Company will, with respect to the Warrant Shares 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 Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees and Affiliates, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees and Affiliates, and each underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation, reasonable attorney’s fees and expenses and any legal or liabilityother fees or expenses reasonably incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with actions or proceedings, whether commenced or threatened, in respect theretothereof) arises (collectively, “Losses”) to the extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration StatementSecurities Act) or other document, any Preliminary Prospectusin each case related to such registration statement, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company 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 Section 4.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 4.1, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an 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 made in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder Holder or the holder of such Warrant Shares specifically its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder; it being understood and agreed that the preparation only such information furnished by any Holder consists of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be information described as such in addition to any liability which the Company may otherwise haveSection 4.2 below.

Indemnification by Company. In the event of any registration of Registrable Securities under the filing of any Registration Statement with respect Securities Act pursuant to this Agreement, to the Warrant Shares pursuant to Section 8 hereoffull extent permitted by law, the Company agrees to indemnify and hold harmless the Warrantholder or any each holder of Warrant Shares Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares (within the meaning of the Securities Act and the Exchange Act, ) the holder against any and all losslosses, claimclaims, damage or liabilitydamages, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense liabilities and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises expenses arising out of or is based upon (ai) any untrue statement or alleged allegedly untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus Statement or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or supplement thereto; preliminary prospectus contained therein or (b) the any amendment thereof or any omission or alleged omission to state 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; misleading in light of the circumstances under which such statements were made, except that the Company shall not be liable in any such case to the extent, but only to extent the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made resulted from information that the holder furnished in reliance upon and in conformity with written information furnished writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such Warrantholder or indemnified party, and shall survive the holder transfer of such Warrant Shares specifically for use in Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the preparation extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus Securities Act and the Final Prospectus or any amendment or supplement thereto. This indemnity will be Exchange Act) the underwriters, to the extent customary in addition to any liability which the Company may otherwise havesuch agreements.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless the Warrantholder each Indemnified Holder from and against all Claims arising out of or based upon any holder of Warrant Shares and each personMisstatement or alleged Misstatement, if any, who controls the Warrantholder or any holder of Warrant Shares within the meaning of the Act, against any and all loss, claim, damage or liability, joint or several (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, except insofar as such loss, claim, damage, Misstatement or liability (or action with respect thereto) arises out of or is alleged Misstatement was based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state 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; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder or the holder of such Warrant Shares specifically Indemnified Holder expressly for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus document containing such Misstatement or any amendment or supplement theretoalleged Misstatement. This indemnity will shall not be exclusive and shall be in addition to any liability which the Company may otherwise have. The foregoing notwithstanding, the Company shall not be liable to the extent that any such Claim arises out of or is based upon a Misstatement or alleged Misstatement made in any preliminary prospectus if (i) such Indemnified Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities giving rise to such Claim and (ii) the Prospectus would have corrected such untrue statement or omission. In addition, the Company shall not be liable to the extent that any such Claim arises out of or is based upon a Misstatement or alleged Misstatement in a Prospectus, (x) if such Misstatement or alleged Misstatement is corrected in an amendment or supplement to such Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale to the person who purchased a Registrable Security from such Indemnified Holder and who is asserting such Claim. The Company shall also provide customary indemnifications to underwriters, selling brokers, dealer managers and similar securities industry professionals participating in a distribution covered by a Registration Statement, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act).

Indemnification by Company. In the event of the filing of any connection with each Registration Statement with respect relating to the Warrant Shares pursuant to Section 8 hereofdisposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder and each personunderwriter of Registrable Securities and each Person, if any, who controls the Warrantholder such Holder or any holder of Warrant Shares underwriter (within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act, ) against any and all losslosses, claimclaims, damage or liabilitydamages and liabilities, joint or several (which shallincluding any reasonable investigation, for all purposes legal and other expenses incurred in connection with, and any amount paid in settlement of this Agreement includeany action, but not be limited to, all costs of defense and investigation and all attorneys' feessuit or proceeding or any claim asserted), to which such Warrantholder they, or any holder of Warrant Shares them, may become subject, subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losslosses, claimclaims, damage, damages or liability (or action with respect thereto) arises liabilities arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final preliminary Prospectus or any amendment thereof or supplement thereto; , or (b) the arise out of or are based upon any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except provided, however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary Prospectus, or such amendment or supplement, in reliance upon and in conformity with information furnished in writing to the Company by such Holder or underwriter specifically for use therein; provided, further, that the Company shall not be liable in to such Holder or any underwriter (or any person controlling such Holder or underwriter) with respect to any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use any preliminary Prospectus that is corrected in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus (or any amendment or supplement thereto) if the person asserting any such loss, claim, damage or liability purchased shares of the Common Stock from such Holder or underwriter but was not given a copy of the Prospectus (as amended or supplemented) in any case where such delivery of the Prospectus (as amended or supplemented) was required by the Securities Act. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity will agreement shall be in addition to any liability which the Company may otherwise have.

Indemnification by Company. In Except as prohibited by the event restrictions provided by the laws of the filing State of any Registration Statement with respect to Maryland, the Warrant Shares pursuant to Governing Documents, or this Section 8 hereof8.2, the Company agrees to and its subsidiaries shall reimburse, indemnify and hold harmless the Warrantholder or Advisor, any holder of Warrant Shares Sub-Advisor, and each persontheir respective Affiliates, if anydirectors, who controls the Warrantholder or officers, stockholders, equity holders, employees, representatives and agents, and any holder of Warrant Shares within the meaning of the ActAffiliates thereof (each, an “indemnitee”) from and against any and all lossexpenses, claimlosses, damage costs, damages, liabilities, demands, charges and claims of any nature whatsoever, actual or liabilitythreatened (including, joint or several (which shallwithout limitation, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all reasonable attorneys' ’ fees), arising from or in respect of any acts or omissions, errors of judgment or mistakes of law (or any alleged acts or omissions, errors of judgment or mistakes of law) performed or made while acting in any capacity contemplated under this Agreement or pursuant to any underwriting agreement or similar agreement to which Advisor is a party that is related to the Company’s activities to the extent that such Warrantholder expenses, losses, costs, damages, liabilities, demands, charges and claims are not fully reimbursed by insurance. The Company shall not indemnify or hold harmless any holder of Warrant Shares may become subjectindemnitee for any liability or loss suffered by the indemnitee, under the Act or otherwise, insofar as such loss, claim, damage, nor shall it provide that any indemnitee be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) the indemnitee has determined, in good faith, that the course of conduct which caused the loss or action with respect theretoliability was in the best interests of the Company; (ii) arises the indemnitee was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of negligence or misconduct by the indemnitee; and (iv) such indemnification is recoverable only out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementCompany’s net assets and not from the Company’s stockholders. Notwithstanding the foregoing, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state 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; except that the Company shall not be liable in indemnify any indemnitee for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such case party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the extent, but only particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the extentparticular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, that and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any such loss, claim, damage, or liability arises out state securities regulatory authority in which securities of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Warrantholder were offered or the holder sold as to indemnification for violations of such Warrant Shares specifically for use 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 will be in addition to any liability which the Company may otherwise havesecurities laws.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless the Warrantholder each Indemnified Holder from and against all Claims arising out of or based upon any holder of Warrant Shares and each personMisstatement or alleged Misstatement, if any, who controls the Warrantholder or any holder of Warrant Shares within the meaning of the Act, against any and all loss, claim, damage or liability, joint or several (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, except insofar as such loss, claim, damage, Misstatement or liability (or action with respect thereto) arises out of or is alleged Misstatement was based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state 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; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder or the holder of such Warrant Shares specifically Indemnified Holder expressly for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus document containing such Misstatement or any amendment or supplement theretoalleged Misstatement. This indemnity will shall not be exclusive and shall be in addition to any liability which the Company may otherwise have. The foregoing notwithstanding, the Company shall not be liable to the extent that any such Claim arises out of or is based upon a Misstatement or alleged Misstatement made in any preliminary prospectus if (i) such Indemnified Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities giving rise to such Claim and (ii) the Prospectus would have corrected such untrue statement or omission. In addition, the Company shall not be liable to the extent that any such Claim arises out of or is based upon a Misstatement or alleged Misstatement in a Prospectus, (x) if such Misstatement or alleged Misstatement is corrected in an amendment or supplement to such Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale to the person who purchased a Registrable Security from such Indemnified Holder and who is asserting such Claim. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in a distribution covered by a Registration Statement, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Indemnified Holders of Registrable Securities.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to shall indemnify and hold harmless the Warrantholder or any holder of Warrant Shares and each person, if any, who controls the Warrantholder or any holder of Warrant Shares within the meaning of the Act, Underwriter against any and all loss, claim, damage or liability, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees)several, to which such Warrantholder or any holder of Warrant Shares Underwriter may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or 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, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto, or (ii) in any application or 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 (be) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus 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; and shall reimburse each Underwriter for any legal or other reasonable expenses incurred by such Underwriter 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; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company through the Representative by such Warrantholder or the holder on behalf of such Warrant Shares any Underwriter specifically for use 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 will be in addition to , or any liability which the Company may otherwise haveBlue Sky Application.

Indemnification by Company. In the event of the filing of any connection with each Registration Statement with respect relating to the Warrant Shares pursuant to Section 8 hereofdisposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder and each personunderwriter of Registrable Securities and each Person, if any, who controls the Warrantholder such Holder or any holder of Warrant Shares underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) against any and all losslosses, claimclaims, damage or liabilitydamages and liabilities, joint or several (which shallincluding any reasonable investigation, for all purposes legal and other expenses incurred in connection with, and any amount paid in settlement of this Agreement includeany action, but not be limited to, all costs of defense and investigation and all attorneys' feessuit or proceeding or any claim asserted), to which such Warrantholder they, or any holder of Warrant Shares them, may become subject, subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losslosses, claimclaims, damage, damages or liability (or action with respect thereto) arises liabilities arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final Prospectus preliminary prospectus or any amendment thereof or supplement thereto; , or (b) the arise out of or are based upon any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except provided, however, that the Company such indemnity shall not be liable in any such case inure to the extentbenefit of any Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, but only to claims, damages or liabilities arising from the extent, that any sale of the Registrable Securities if such loss, claim, damage, or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission made preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder Holder or the holder of such Warrant Shares underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in the preparation distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Registration StatementSecurities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement theretoif requested. This indemnity will agreement shall be in addition to any liability which the Company may otherwise have.

Indemnification by Company. In the event of the filing of any Registration Statement with respect The Company shall, without limitation as to the Warrant Shares pursuant to Section 8 hereoftime, the Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any full extent permitted by law, each holder of Warrant Shares Registrable Securities, its officers, directors, agents and employees, each person, if any, person who controls the Warrantholder or any such holder of Warrant Shares (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, agents or employees of any such controlling person, from and against any and all losslosses, claimclaims, damage or liabilitydamages, joint or several liabilities, costs (which shallincluding, for all purposes of this Agreement include, but not be limited towithout limitation, all costs of defense reasonable attorneys’ fees) and investigation and all attorneys' feesexpenses (collectively “Losses”), to which such Warrantholder or any holder of Warrant Shares may become subjectas incurred, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises arising out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; , or (b) the arising out of or based upon any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any Prospectus) not misleading, except insofar as the same are based solely upon information furnished to the Company by such holder for use therein; except provided, however, that the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity any preliminary prospectus or Prospectus if (i) such holder failed to send or deliver a copy of the Prospectus or Prospectus supplement with written information furnished or prior to the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus or Prospectus supplement would have corrected such untrue statement or omission. If requested, the Company by such Warrantholder or the holder of such Warrant Shares specifically for use shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the preparation distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Registration Statement, any Preliminary Prospectus, Securities Act or Section 20 of the Effective Prospectus and Exchange Act) to the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition same extent as provided above with respect to any liability which the Company may otherwise haveindemnification of the holders of Registrable Securities.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the Company Zoetis agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares (within the meaning of the Securities Act or the Exchange Act, ) such Persons from and against any and all losslosses, claimclaims, damage damages, liabilities (or liabilityactions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all including reasonable costs of defense and investigation and all attorneys' fees)legal expenses) (each, to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect theretoa “Loss” and collectively “Losses”) arises arising out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Registration Statement, sale of such Registrable Securities was Registered under the Securities Act (including any Preliminary Prospectus, the Effective Prospectus, final or the Final preliminary Prospectus contained therein or any amendment thereof or supplement thereto; thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (bas defined in Rule 405 under the Securities Act) that Zoetis has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; except provided, however, that the Company Zoetis shall not be liable to any particular indemnified party in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement (i) in reliance upon and in conformity with written information furnished to the Company Zoetis by such Warrantholder or the holder of such Warrant Shares specifically indemnified party expressly for use in the preparation thereof or (ii) which has been corrected in a subsequent applicable filing with the SEC but such indemnified party nonetheless failed to provide such corrected filing to the Person asserting such Loss, in breach of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement theretoindemnified party’s obligations under applicable law. This indemnity will shall be in addition to any liability which the Company Zoetis may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares (within the meaning of the Securities Act or the Exchange Act, ) such Persons from and against any and all losslosses, claimclaims, damage damages, liabilities (or liabilityactions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all including reasonable costs of defense and investigation and all attorneys' fees)legal expenses) (each, to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect theretoa “Loss” and collectively “Losses”) arises arising out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Registration Statement, sale of such Registrable Securities was Registered under the Securities Act (including any Preliminary Prospectus, the Effective Prospectus, final or the Final preliminary Prospectus contained therein or any amendment thereof or supplement thereto; thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (bas defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; except provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement (i) in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically indemnified party expressly for use in the preparation thereof or (ii) which has been corrected in a subsequent filing with the SEC but such indemnified party nonetheless failed to provide such corrected filing to the Person asserting such Loss, in breach of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement theretoindemnified party’s obligations under applicable law. This indemnity will shall be in addition to any liability which the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

Indemnification by Company. In To the event of fullest extent permitted by applicable law, the filing of any Registration Statement Company will, with respect to the Warrant Shares 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 Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilityother fees or expenses actually and reasonably incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallor actions in respect thereof) (collectively, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), “Losses”) to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration StatementSecurities Act) or other document, any Preliminary Prospectusin each case related to such registration statement, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company 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 Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an 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 made in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically Holder expressly for use in the preparation of the Registration Statement, connection with such registration by any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise havesuch Holder.

Indemnification by Company. In To the event of extent permitted by applicable law, the filing of any Registration Statement Company will, with respect to the Warrant Shares 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 Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilityother fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with actions in respect theretothereof) arises (collectively, “Losses”) to the extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration StatementSecurities Act) or other document, any Preliminary Prospectusin each case related to such registration statement, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company 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 Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an 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 made in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder Holder or the holder of such Warrant Shares specifically its authorized representatives expressly for use in the preparation connection with such registration by or on behalf of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveHolder.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares fullest extent permitted by law the Investor, its officers, directors, partners and employees and each person, if any, person who controls the Warrantholder or any holder of Warrant Shares Investor (within the meaning of the Act0000 Xxx) against all losses, against any claims, damages, liabilities, costs (including, without limitation, reasonable attorney's fees) and all loss, claim, damage or liability, joint or several expenses caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by the Investor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse, as incurred, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus which is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such final Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action is required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havepermitted transfer of the Registrable Securities.

Indemnification by Company. In the event connection with each Registration -------------------------- Statement relating to disposition of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereofRegistrable Securities, the Company agrees to shall indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, its officers, directors and agents and each personunderwriter of Registrable Securities and each Person, if any, who controls the Warrantholder such Holder or any holder of Warrant Shares underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) against any and all losslosses, claimclaims, damage or liabilitydamages and liabilities, joint or several (which shallincluding any reasonable investigation, for all purposes legal and other expenses incurred in connection with, and any amount paid in settlement of this Agreement includeany action, but not be limited to, all costs of defense and investigation and all attorneys' feessuit or proceeding or any claim asserted), to which such Warrantholder they, or any holder of Warrant Shares them, may become subject, subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losslosses, claimclaims, damage, damages or liability (or action with respect thereto) arises liabilities arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final Prospectus preliminary prospectus or any amendment thereof or supplement thereto; , or (b) the arise out of or are based upon any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except provided, however, that the Company such indemnity shall not be liable in any such case inure to the extentbenefit of any Holder or underwriter (or any Person controlling such Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, but only to claims, damages or liabilities arising from the extent, that any sale of the Registrable Securities if such loss, claim, damage, or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission made preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder Holder or the holder of such Warrant Shares underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in the preparation distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Registration StatementSecurities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement theretoif requested. This indemnity will agreement shall be in addition to any liability which the Company may otherwise have.

Indemnification by Company. In To the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereoffullest extent permitted by law, the Company agrees to will indemnify and hold harmless DHW pursuant to the Warrantholder or provisions hereof, its directors and officers, and any holder of Warrant Shares underwriter (as defined in the Securities Act) for DHW and each personPerson, if any, who controls the Warrantholder DHW or any holder of Warrant Shares such underwriter within the meaning of the Securities Act, against from and against, and will reimburse the DHW and each such underwriter and controlling Person with respect to, any and all loss, claimdamage, damage or liabilityliability (collectively, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), “Losses”) to which such Warrantholder DHW or any holder of Warrant Shares such underwriter or controlling Person may become subject, subject under the Act Securities Act, state securities laws or otherwise, and the Company will pay to DHW or each such underwriter or controlling person any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) Losses are caused by any untrue statement or alleged untrue statement of a any material fact contained in the such Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus contained therein or any amendment or supplement thereto; , or (b) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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; except provided, however, that the Company shall will not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss 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 written information furnished to the Company by DHW, such Warrantholder underwriter or the holder of such Warrant Shares controlling Person in writing specifically for use in the preparation thereof, provided however, that the indemnity agreement in this Section 5.1 shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Registration StatementCompany, any Preliminary Prospectuswhich consent shall not be unreasonably withheld, and that the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This foregoing indemnity will be in addition obligation with respect to any liability preliminary Prospectus shall not inure to the benefit of any other holder of Common Stock on account of any Loss whatsoever arising from the sale of any Registrable Shares by DHW to any person if (A) a copy of the final Prospectus (as amended or supplemented if such amendments or supplements shall have been furnished to DHW prior to the confirmation of the sale involved) shall not have been sent or given by or on behalf of DHW to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary Prospectus from which such Loss arose was corrected in the Company may otherwise havefinal Prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid).

Indemnification by Company. In To the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereoffullest extent permitted by law, the Company agrees to will indemnify and hold harmless each Holder which has Registrable Common included in a registration statement pursuant to the Warrantholder or provisions hereof, its directors and officers, and any holder of Warrant Shares underwriter (as defined in the Securities Act) for such Holder and each personPerson, if any, who controls the Warrantholder such Holder or any holder of Warrant Shares such underwriter within the meaning of the Securities Act, against from and against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all loss, claimdamage and liability (collectively, damage or liability, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), “Losses”) to which such Warrantholder Holder or any holder of Warrant Shares such underwriter or controlling Person may become subject, subject under the Act Securities Act, state securities laws or otherwise, and the Company will pay to each such Holder, underwriter or controlling person any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises Losses arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statementsuch registration statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus prospectus contained therein or any amendment or supplement thereto; , or (b) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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; except provided, however, that the Company shall will not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss 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 written information furnished to the Company by such Warrantholder Holder, such underwriter or the holder of such Warrant Shares controlling Person in writing specifically for 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 Registration StatementCompany, any Preliminary Prospectuswhich consent will not be unreasonably withheld, and that the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This foregoing indemnity will be in addition obligation with respect to any liability preliminary prospectus or final prospectus (if such final prospectus has been amended or supplemented and such amendments or supplements have been furnished to such Holder prior to the written confirmation of the sale involved) will not inure to the benefit of any Holder on account of any Loss whatsoever arising from the sale of any Registrable Common by such Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such amendments or supplements have been furnished to such Holder prior to the written confirmation of the sale involved) has not been sent or given by or on behalf of such Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus or final prospectus from which such Loss arose was corrected in the Company may otherwise havefinal prospectus (as amended or supplemented if such amendments or supplements thereto have been furnished as aforesaid).

Indemnification by Company. In the event of the filing of any connection with each Registration Statement with respect relating to the Warrant Shares pursuant to Section 8 hereofdisposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless the Warrantholder or any each selling holder of Warrant Shares Registrable Securities and each personunderwriter of Registrable Securities and each Person, if any, who controls the Warrantholder or any selling holder of Warrant Shares Registrable Securities or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) against any and all losslosses, claimclaims, damage or liabilitydamages and liabilities, joint or several (which shallincluding any reasonable investigation, for all purposes legal and other expenses incurred in connection with, and any amount paid in settlement of this Agreement includeany action, but not be limited to, all costs of defense and investigation and all attorneys' feessuit or proceeding or any claim asserted), to which such Warrantholder they, or any holder of Warrant Shares them, may become subject, subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losslosses, claimclaims, damage, damages or liability (or action with respect thereto) arises liabilities arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final Prospectus preliminary prospectus or any amendment thereof or supplement thereto; , or (b) the arise out of or are based upon any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except provided, however, that the Company such indemnity shall not be liable in any such case inure to the extentbenefit of any selling holder of Registrable Securities or underwriter (or any Person controlling any selling holder of Registrable Securities or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, but only to claims, damages or liabilities arising from the extent, that any sale of the Registrable Securities if such loss, claim, damage, or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission made preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder or the selling holder of such Warrant Shares Registrable Securities or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in the preparation distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Registration StatementSecurities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, any Preliminary Prospectus, if requested. The indemnification obligation imposed on the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will Company under this Section 6(a) shall be in addition to any liability which the Company may otherwise have.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless indemnify, to the Warrantholder or any holder fullest extent permitted by law, each Holder of Warrant Shares Registerable Securities and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares (within the meaning of the Securities Act) such Holder against all loses, claims, damages, liabilities, and expenses in connection with defending against any and all losssuch losses, claimclaims, damage or liability, joint or several (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damagedamages, or liability (liabilities, or action in connection with respect thereto) arises out of any investigation or is inquiry, in each case caused by or based upon (a) on any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany registration statement, any Preliminary Prospectus, the Effective Prospectusprospectus, or the Final Prospectus preliminary prospectus or any amendment thereof or supplement thereto; , or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto of a material fact required to be stated therein or necessary to make the statements therein not misleading; except that , or arise out of any violation by the Company shall not be liable of any rules or regulations promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, except insofar as the same are (i) contained in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder or the holder of such Warrant Shares specifically Holder expressly for use in the preparation therein; (ii) caused by such Holder’s failure to deliver a copy of the Registration Statement, registration statement or prospectus or any Preliminary Prospectusamendments or supplements thereto; or (iii) caused by such Holder’s failure to discontinue disposition of shares after receiving notice from the Company pursuant to Section 4.3 hereof. In connection with an underwritten offering, the Effective Prospectus Company will indemnify such underwriters, their officers and directors and each Person who controls (within the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition meaning of the Securities Act) such underwriters at least to any liability which the Company may otherwise havesame extent as provided above with respect to the indemnification of the Holders of Registerable Securities.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the Company SunCoke agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares (within the meaning of the Securities Act or the Exchange Act, ) such Persons from and against any and all losslosses, claimclaims, damage damages, liabilities (or liabilityactions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all including reasonable costs of defense and investigation and all attorneys' fees)legal expenses) (each, to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect theretoa “Loss” and collectively “Losses”) arises arising out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Registration Statement, sale of such Registrable Securities was Registered under the Securities Act (including any Preliminary Prospectus, the Effective Prospectus, final or the Final preliminary Prospectus contained therein or any amendment thereof or supplement thereto; thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (bas defined in Rule 405 under the Securities Act) that SunCoke has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; except provided, however, that the Company SunCoke shall not be liable to any particular indemnified party in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement (i) in reliance upon and in conformity with written information furnished to the Company SunCoke by such Warrantholder or the holder of such Warrant Shares specifically indemnified party expressly for use in the preparation thereof or (ii) which has been corrected in a subsequent filing with the SEC but such indemnified party nonetheless failed to provide such corrected filing to the Person asserting such Loss, in breach of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement theretoindemnified party’s obligations under applicable law. This indemnity will shall be in addition to any liability which the Company SunCoke may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

Indemnification by Company. In the event Company shall, notwithstanding any termination of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless Holder, the Warrantholder officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any holder failure to perform under a margin call of Warrant Shares Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of Holder, each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losslosses, claimclaims, damage or liabilitydamages, joint or several liabilities, costs (which shallincluding, for all purposes of this Agreement includewithout limitation, but not be limited toreasonable attorneys’ fees) and expenses (collectively, all costs of defense and investigation and all attorneys' fees“Losses”), to which such Warrantholder or any holder of Warrant Shares may become subjectas incurred, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises arising out of or is based upon relating to (a1) any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment form of prospectus or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading; , or (2) any violation or alleged violation by Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except that the Company shall not be liable in any such case to the extent, but only to the extent, that any (i) such loss, claim, damageuntrue statements or omissions are based solely upon information regarding Holder furnished in writing to Company by Holder expressly for use therein, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company extent that such information relates to Holder or Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Warrantholder or the holder of such Warrant Shares specifically Holder expressly for use in the preparation of the a Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final such Prospectus or such form of Prospectus or in any amendment or supplement theretothereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by Holder of an outdated, defective or otherwise unavailable Prospectus after Company has notified Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt by Holder of the Advice contemplated in Section 6(d). This indemnity will be Company shall notify the Holder promptly of the institution, threat or assertion of any Proceeding arising from or in addition to any liability connection with the transactions contemplated by this Agreement of which the Company may otherwise haveis aware.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to shall indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Investor and each personunderwriter, if any, which facilitates the disposition of Registrable Securities and each of their respective officers and directors and each person who controls the Warrantholder such Investor or any holder of Warrant Shares underwriter within the meaning of Section 15 of the Act, 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 losslosses, claimclaims, damage damages or liabilityliabilities, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees)several, to which such Warrantholder or any holder of Warrant Shares Indemnified Person may become subject, subject under the Securities Act or otherwise, insofar as such losslosses, claimclaims, damage, damages or liability liabilities (or action with actions in respect theretothereof) arises arise out of or is are based upon (a) any an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Statement or the Final Prospectus or any amendment or supplement thereto; or (b) the an omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except and the Company hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission made from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically Indemnified Person expressly for use therein or (ii) in the preparation case of the Registration Statement, any Preliminary Prospectusoccurrence of an event of the type specified in Section 3(e) or of the delivery of a notice pursuant to Section 3(a) or 3(f), the Effective use by the Indemnified Person of an outdated or defective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which 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. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless the Warrantholder or any holder members of Warrant Shares the Underwriting Group and each person, if any, person who controls any member of the Warrantholder or any holder of Warrant Shares Underwriting Group within the meaning of Section 15 of the Act, Act against any and all losslosses, claimclaims, damage damages or liabilityliabilities, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees)several, to which such Warrantholder they or any holder of Warrant Shares them may become subject, subject under the Act or otherwiseany other statute or at common law and to reimburse the persons indemnified for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losslosses, claimclaims, damagedamages, or liability (or action with respect thereto) arises liabilities and litigation arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus Statement or any amendment thereto or supplement thereto; any application or (b) other document filed in order to qualify the Securities under the blue sky or securities laws of the states where filings were made, or the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except that , all as of the Company shall not be liable in any date when the Registration Statement or such amendment, as the case to the extentmay be, but only to the extent, that any such loss, claim, damagebecomes effective, or liability arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the indemnity agreement contained in this subsection 6.01 shall not apply to the members of the Underwriting Group or any person controlling a member of the Underwriting Group in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information peculiarly within the knowledge of a member of the Underwriting Group and furnished in conformity with written information furnished writing to the Company by such Warrantholder or a member of the holder of such Warrant Shares Underwriting Group specifically for use in connection with the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus Statement and the Final Prospectus or any such amendment or supplement thereto. This indemnity will be agreement is in addition to any other liability which the Company may otherwise havehave to the members of the Underwriting Group or to any person controlling a member of the Underwriting Group. Each member of the Underwriting Group agrees within 10 days after the receipt by it of written notice of the commencement of any action against it or against any per son controlling it as aforesaid, in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this subsection 6.01 to notify the Company in writing of the commencement thereof. The failure of such a member of the Underwriting Group so to notify the Company of any such action shall relieve the person to whom such notice was not given from any liability which it may have to that member of the Underwriting Group or any person controlling it as aforesaid on account of the indemnity agreement contained in this subsection 6.01, but shall not relieve the Company from any other liability which it may have to that member of the Underwriting Group or such controlling person. In case any such action shall be brought against a member of the Underwriting Group or any such controlling person and the member of the Underwriting Group shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to such member of the Underwriting Group or such controlling person or persons, which is a defendant or which are defendants in such litigation. The Company shall not be liable for amounts paid in settlement of any such litigation if such settlement was effected without the written consent of the Company. If the Company elects to direct such defense, the Company agrees to furnish to the involved member of the Underwriting Group at its request, copies of all pleadings therein and to apprise the involved member of the Underwriting Group of all developments therein, all at the Company's expense, and to permit the member of the Underwriting Group to be an observer therein.

Indemnification by Company. In To the event of extent permitted by applicable Law, the filing of any Registration Statement Company will, with respect to the Warrant Shares any Registrable Securities covered by a registration statement or prospectus, or as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees, and each Underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such Underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”) from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilityother fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallor actions in respect thereof) (collectively, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees“Losses”), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration StatementSecurities Act) or other document, any Preliminary Prospectusin each case related to such registration statement, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company in connection with any registration or offering hereunder and (without limiting the preceding portions of this Section 3.09) the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.09, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an 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 made in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder Holder or the holder of such Warrant Shares specifically its authorized representatives expressly for use in the preparation connection with such registration by or on behalf of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveHolder.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder fullest extent permitted by law the Investors, each of Warrant Shares their officers, directors, partners and employees and each person, if any, person who controls the Warrantholder or any holder of Warrant Shares Investors (within the meaning of the Act0000 Xxx) against all losses, against any claims, damages, liabilities, costs (including, without limitation, reasonable attorney's fees) and all loss, claim, damage or liability, joint or several expenses imposed on such person caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by such Investors, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus that is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havepermitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares fullest extent permitted by law the Investor, its officers, directors, stockholders and employees and each person, if any, person who controls the Warrantholder or any holder of Warrant Shares such Investor (within the meaning of the Act0000 Xxx) against all losses, against any claims, damages, liabilities, costs (including, without limitation, reasonable attorney's fees) and all loss, claim, damage or liability, joint or several expenses imposed on such person caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by such Investor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus that is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havepermitted transfer of the Registrable Securities.

Indemnification by Company. 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 shall indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Lender, each LC Issuer and each personAgent, if anyand their respective directors, who controls the Warrantholder or any holder of Warrant Shares within the meaning of the Actofficers, agents and employees from and against any and all lossclaims and damages, claimlosses, damage liabilities, costs or liabilityexpenses (including reasonable counsel fees and disbursements) that such Lender, joint such LC Issuer or several Agent incurs (which shallor that is claimed against such Lender, for all purposes such LC Issuer, or Agent by any Person whatsoever) by reason of or in connection with the issuance, signing, and delivery or transfer of or payment or failure to pay under any Facility LC issued by it or any actual or proposed use of any such Facility LC, including, without limitation, any claims, damages, losses, liabilities, costs or expenses (including reasonable counsel fees and disbursements) that such LC Issuer incurs by reason of or in connection with (i) the failure of any other Lender to fulfill or comply with its obligations to such LC Issuer under this Agreement include(but nothing in this Section 2.16 affects any rights Company has against any Defaulting Lender) or (ii) by reason of or on account of such LC Issuer issuing any Facility LC issued by it that specifies that the term “Beneficiary” included in such Facility LC includes any successor by operation of law of the named beneficiary, but that Facility LC does not require that any drawing by any such successor beneficiary be limited toaccompanied by a copy of a legal document, all costs satisfactory to such LC Issuer, evidencing the appointment of defense and investigation and all attorneys' fees)such successor beneficiary; provided that Company is not required to indemnify any Lender, to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damageLC Issuer, or liability (Agent for any claims, damages, losses, liabilities, costs or action with respect thereto) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state 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; except that the Company shall not be liable in any such case expenses to the extent, but only to the extent, that any such loss, claim, damage, caused by (a) the willful misconduct or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder gross negligence of such Warrant Shares specifically for use LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the preparation terms of such Facility LC or (b) such LC Issuer’s failure to pay under any Facility LC issued by it after the Registration Statement, presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Nothing in this Section 2.16 limits Company’s obligations under any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveother provision of this Agreement.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder fullest extent permitted by law, the Purchasers, each of Warrant Shares their officers, directors, partners and employees and each person, if any, person who controls the Warrantholder or any holder of Warrant Shares Purchasers (within the meaning of the 1933 Act) against all losses, against any claims, damages, liabilities, costs (inxxxxxxx, without limitation, reasonable attorney's fees) and all loss, claim, damage or liability, joint or several expenses imposed on such person caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus that is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havepermitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. In To the event of fullest extent permitted by applicable law, the filing of any Registration Statement Company will, with respect to the Warrant Shares 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 Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilityother fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with actions in respect theretothereof) arises (collectively, “Losses”) to the extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration StatementSecurities Act) or other document, any Preliminary Prospectusin each case related to such registration statement, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company 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 Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an 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 made in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically Holder expressly for use in the preparation of the Registration Statement, connection with such registration by any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise havesuch Holder.

Indemnification by Company. In the event of the filing of any connection with each Registration Statement with respect relating to the Warrant Shares pursuant to Section 8 hereofdisposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder and each personunderwriter of Registrable Securities and each Person, if any, who controls the Warrantholder such Holder or any holder of Warrant Shares underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) against any and all losslosses, claimclaims, damage or liabilitydamages and liabilities, joint or several (which shallincluding any reasonable investigation, for all purposes of this Agreement includelegal and other expenses incurred in connection with, but not be limited toand any amount paid in settlement of, all costs of defense and investigation and all attorneys' feesany action, suit or proceeding or any claim asserted), to which such Warrantholder they, or any holder of Warrant Shares them, may become subject, subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losslosses, claimclaims, damage, damages or liability (or action with respect thereto) arises liabilities arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final Prospectus preliminary prospectus or any amendment thereof or supplement thereto; , or (b) the arise out of or are based upon any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except provided, however, that the Company such indemnity shall not be liable in any such case inure to the extentbenefit of any Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, but only to claims, damages or liabilities arising from the extent, that any sale of the Registrable Securities if such loss, claim, damage, or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission made preliminary prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder Holder or the holder of such Warrant Shares underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in the preparation distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Registration StatementSecurities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement theretoif requested. This indemnity will agreement shall be in addition to any liability which the Company may otherwise have.

Indemnification by Company. In the event of the filing of any Registration Statement with respect Subject to the Warrant Shares pursuant to Section 8 hereofconditions set forth below, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares Optionee from and each person, if any, who controls the Warrantholder or any holder of Warrant Shares within the meaning of the Act, against any and all loss, liability, charge, claim, damage or liabilitydamage, joint or several and expense whatsoever (which shallshall include, for all purposes of this Agreement includeSECTION 4.10, but not be limited to, all costs of defense reasonable attorneys' fees and investigation any and all attorneys' feesreasonable expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), to which such Warrantholder or any holder of Warrant Shares may become subjectas and when incurred, under the Act or otherwisearising out of, insofar as such loss, claim, damagebased upon, or liability (or action in connection with respect thereto) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statementany registration statement, any Preliminary Prospectus, the Effective Prospectuspreliminary prospectus, or the Final Prospectus final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, relating to the sale of any of the Registrable Securities or (B) in any application or other document or communication (in this SECTION 4.10 collectively called an "Application") executed by or on behalf of the Company and based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to register or qualify any of the Registrable Securities under the Securities Act or blue sky laws thereof or filed with the Commission or any securities exchange; or (b) the any omission or alleged omission to state 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 made therein not misleading; except that the Company shall not be liable in any , unless such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder on behalf of such Warrant Shares specifically Optionee for use inclusion in the preparation of the Registration Statementany registration statement, any Preliminary Prospectuspreliminary prospectus, the Effective Prospectus and the Final Prospectus or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be. This If any action is brought against Optionee in respect of which indemnity will may be sought against the Company pursuant to the foregoing paragraph, Optionee shall promptly notify the Company in addition writing of the institution of such action (the failure to notify the Company within a reasonable time of the commencement of any such action, to the extent prejudicial to the Company's ability to defend such action, shall relieve the Company of liability to Optionee pursuant to this SECTION 4.10) and the Company shall promptly assume the defense of such action, including the employment of counsel, provided that Optionee shall have the right to employ his own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Optionee unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or Optionee shall have reasonably concluded that there may be one or more legal defenses available to him which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company and the Company shall not have the right to direct the defense of such action on behalf of Optionee. Notwithstanding anything in this SECTION 4.10 to the contrary, the Company shall not be liable for any settlement of any such claim or action effected without its written consent. The Company shall not, without the prior written consent of Optionee, settle or compromise any action, or permit a default or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, in respective of which indemnity may be sought hereunder, unless such settlement, compromise, consent, or termination includes an unconditional release of Optionee from all liability in respect of such action. The Company agrees promptly to notify Optionee of the commencement of any litigation or proceedings against the Company or any of its officers or directors in connection with the sale of any Registrable Securities or any preliminary prospectus, prospectus, registration statement, or amendment or supplement thereto, or any application relating to any liability which the Company may otherwise havesale of any Registrable Securities.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares full extent permitted by law, each Holder, its officers, directors and employees and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares such Holder (within the meaning of the Securities Act) against all losses, against any claims, costs, damages, liabilities and all loss, claim, damage or liability, joint or several expenses (which shall, for all purposes of this Agreement include, but not be limited to, all including reasonable costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect theretolegal expenses) arises arising out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final preliminary Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same arise out of or are based upon any information furnished in writing to the Company by any Holder expressly for use therein; except provided, however, that the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, liability or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and any such preliminary Prospectus or included in conformity a Registration Statement if (i) any Holder, being obligated to do so, fails to deliver a copy of the Prospectus prior to or concurrently with written information furnished the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Company by had furnished such Warrantholder Holder with a sufficient number of copies of the same and (ii) the Prospectus corrected such untrue statement or omission; and provided, further, however, that the holder Company shall not be liable in any such case to the extent that any such loss, claim, cost, damage, liability or expense arises out of such Warrant Shares specifically for use or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the preparation of the Registration Statement, any Preliminary Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Effective Prospectus and the Final Holder thereafter fails to deliver such Prospectus as so amended or any amendment supplemented prior to or supplement thereto. This indemnity will be in addition concurrently with the sale of the Registrable Securities to any the Person asserting such loss, claim, damage, liability which or expense after the Company may otherwise havehad furnished such Holder with a sufficient number of copies of the same.

Indemnification by Company. In To the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereofextent permitted by law, the Company agrees to will indemnify and hold harmless each Holder, the Warrantholder or any holder partners, officers and directors of Warrant Shares each Holder and each person, if any, who controls the Warrantholder or any holder of Warrant Shares such Holder within the meaning of the Securities Act or the Exchange Act, against any and all losslosses, claimclaims, damage damages, or liability, liabilities (joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), several) to which such Warrantholder or any holder of Warrant Shares they may become subject, subject under the Securities Act, the Exchange Act or otherwiseother federal, Canadian, provincial or state law, insofar as such losslosses, claimclaims, damage, damages or liability liabilities (or action with actions in respect theretothereof) arises arise out of or is are based upon any of the following statements, omissions or violations (acollectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Statement or any Preliminary Prospectus, the Effective Prospectusamendments or supplements thereto, or the Final Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementProspectus (including any preliminary, any Preliminary Prospectusfinal or summary prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 statement therein, in light of the statements therein circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company 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; except provided, however, that the Company shall will not be liable for indemnification in any such case to the extentextent that any losses, but only 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 in conformity with information furnished to the extentCompany by such Holder. The Company will pay to each such Holder, that 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 liability arises out of or action if it is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by judicially determined that there was such Warrantholder or the holder of such Warrant Shares specifically for use 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 will be in addition to any liability which the Company may otherwise havea violation.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any full extent permitted by law, each holder of Warrant Shares Registrable Securities, its officers, directors and employees and each person, if any, person who controls the Warrantholder or any such holder of Warrant Shares (within the meaning of the Securities Act) against all losses, against any claims, damages, liabilities and all loss, claim, damage or liability, joint or several (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) expenses caused by any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or preliminary prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by, or on behalf of, such holder expressly for use therein; except provided, however, that the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, liability or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished any such Registration Statement, Prospectus or preliminary prospectus if (i) such holder failed to deliver a copy of the Prospectus to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with the number of copies of the same requested by such Warrantholder holder and (ii) the Prospectus corrected such untrue statement or omission; provided, further however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Prospectus and the holder of Registrable Securities thereafter fails to deliver such Warrant Shares specifically for use Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with the number of copies of the same requested by such holder. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the preparation distribution, their officers and directors and each person who controls such persons (within the meaning of the Registration StatementSecurities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveif requested.

Indemnification by Company. In the event of any registration of Registrable Securities under the filing of any Registration Statement with respect Securities Act pursuant to this Agreement, to the Warrant Shares pursuant to Section 8 hereoffull extent permitted by law, the Company agrees to indemnify and hold harmless the Warrantholder or any each holder of Warrant Shares Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares (within the meaning of the Securities Act and the Exchange Act, ) against any and all losslosses, claimclaims, damage or liabilitydamages, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense liabilities and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises expenses arising out of or is based upon (ai) any untrue statement or alleged allegedly untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus registration statement or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or supplement thereto; preliminary prospectus contained therein or (b) the any amendment thereof or any omission or alleged omission to state 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; misleading in light of the circumstances under which such statements were made, except that the Company shall not be liable in any such case to the extent, but only to extent the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made resulted from information that the holder furnished in reliance upon and in conformity with written information furnished writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such Warrantholder or indemnified party, and shall survive the holder transfer of such Warrant Shares specifically for use in Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the preparation extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus Securities Act and the Final Prospectus or any amendment or supplement thereto. This indemnity will be Exchange Act), to the extent customary in addition to any liability which the Company may otherwise havesuch agreements.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to will indemnify and hold harmless the Warrantholder Subscriber, each officer of the Subscriber (or any holder other person serving in a similar capacity), each director of Warrant Shares the Subscriber (or other person serving in a similar capacity), each underwriter of Registrable Securities and each other person, if any, who controls the Warrantholder such Subscriber or any holder of Warrant Shares underwriter within the meaning of the 1933 Act, against any and all losslosses, claimclaims, damage damages or liabilityliabilities, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees)several, to which the Subscriber or such Warrantholder officer, direction, other person in a similar capacity, underwriter or any holder of Warrant Shares controlling person may become subject, subject under the 1933 Act or otherwise, insofar as such losslosses, claimclaims, damage, damages or liability liabilities (or action with actions in respect theretothereof) arises arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such Registrable Securities were registered under the Registration Statement1933 Act pursuant to Section 11, any Preliminary Prospectuspreliminary prospectus or final prospectus contained therein, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; thereof, or (b) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except that , and will reimburse the Company shall not be liable Subscriber and each such officer, director, other person serving in a similar capacity, underwriter and controlling person for any such case to the extent, but only to the extent, that 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 the Subscriber or any of the Subscriber's officers, directors or other persons serving in similar capacities, to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus (i) if the Subscriber failed to send or deliver a copy of the final prospectus delivered by the Company to the Subscriber with or prior to the delivery of written confirmation of the sale by the Subscriber to the person asserting the claim from which such damages arise, (ii) if the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with written information furnished to the Company by any such Warrantholder Subscriber, or the holder of any such Warrant Shares controlling person, in writing specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus such registration statement or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveprospectus.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any full extent permitted by law, each holder of Warrant Shares Registrable Securities, its officers, directors and employees and each person, if any, Person who controls the Warrantholder or any such holder of Warrant Shares (within the meaning of the Securities Act) against all losses, against any claims, damages, liabilities and all loss, claim, damage or liability, joint or several (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) expenses caused by any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final preliminary Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein; except PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, liability or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished any such preliminary Prospectus if (i) such holder failed to deliver a copy of the Prospectus to the person asserting such loss, claim, damage, liability or expense after the Company by had furnished such Warrantholder holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected such untrue statement or omission; and PROVIDED, FURTHER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the holder of Registrable Securities thereafter fails to deliver such Warrant Shares specifically for use Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with a sufficient number of copies of the same. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the preparation distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Registration StatementSecurities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveif requested.

Indemnification by Company. In To the event of extent permitted by applicable law, the filing of any Registration Statement Company will, with respect to the Warrant Shares 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 Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilityother fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with actions in respect theretothereof) arises (collectively, “Losses”) to the extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement, any Preliminary Prospectusprospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Effective ProspectusSecurities Act) or other document, or the Final Prospectus in each case related to such Registration Statement, or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company 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 Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, prospectus or “issuer free writing prospectus”, in each case related to such Registration Statement, or any amendment thereof or supplement thereto, which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder Holder or the holder of such Warrant Shares specifically its authorized representatives expressly for use 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 will be in addition to any liability which the Company may otherwise havetherein.

Indemnification by Company. In To the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereoffullest extent permitted by law, the Company agrees to will indemnify and hold harmless each Holder of Registrable Common which are included in a registration statement pursuant to the Warrantholder or provisions hereof, its directors, officers, partners, shareholders and legal counsel and any holder of Warrant Shares underwriter (as defined in the Securities Act) for such Holder and each personPerson, if any, who controls the Warrantholder such Holder or any holder of Warrant Shares such underwriter within the meaning of the Securities Act, against from and against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all loss, claimdamage, damage claims or liabilityliability (collectively, “Losses”), joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees)several, to which such Warrantholder or any holder of Warrant Shares them may become subject, subject under the Act Securities Act, state securities laws or otherwise, and the Company will pay to each such Holder, director, officer, partner, shareholder, legal counsel, underwriter or controlling person any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) Losses are caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statementsuch registration statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus prospectus contained therein or any amendment or supplement thereto; , or (b) arise out of or are based upon the omission or the alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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; except provided, however, that the Company shall will not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss arises out of or is based upon an untrue statement or alleged omission so made in conformity with information furnished by such Holder, director, officer, partner, shareholder, legal counsel, such underwriter or such controlling Person; provided further, however, that the indemnity agreement in this Section 7.1 shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus shall not inure to the benefit of any Holder on account of any Loss whatsoever arising from the sale of any Registrable Common by such Holder to any person if (A) a copy of the prospectus (as amended or supplemented if such amendments or supplements shall have been furnished to such Holder prior to the confirmation of the sale involved) shall not have been sent or given by or on behalf of such Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or omission or alleged omission made of a material fact contained in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of preliminary prospectus from which such Warrant Shares specifically for use Loss arose was corrected in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus prospectus (as amended or any amendment supplemented if such amendments or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise havesupplements thereto shall have been furnished as aforesaid).

Indemnification by Company. 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 to the Warrantholder or any holder fullest extent permitted by law each Registrable Securityholder, each of Warrant Shares such Registrable Securityholder’s respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls the Warrantholder or any holder of Warrant Shares a Registrable Securityholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Registrable Securityholder Indemnified Party”), from and against any and all lossexpenses, claimlosses, damage judgments, claims, damages, liabilities or liabilityactions, whether joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises arising out of or is based upon (a) any untrue statement or alleged allegedly untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectuspreliminary prospectus, final prospectus or summary prospectus contained in the Effective ProspectusRegistration Statement, or the Final Prospectus or any amendment or supplement thereto; to the Registration Statement, or (b) the arising out of or based upon any omission or alleged omission to state 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; except that , or any violation or alleged violation by Company of the Securities Act, the Exchange Act or other applicable federal, state, “blue sky” or common law or any rule or regulation promulgated thereunder applicable to Company and relating to action or inaction required of Company in connection with the Registration Statement. Company shall promptly reimburse the Registrable Securityholder Indemnified Party for any legal and any other expenses reasonably incurred by such Registrable Securityholder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Company will not be liable to any Registrable Securityholder Indemnified Party in any such case to the extent, but only to the extent, extent that any such expense, loss, judgment, claim, damage, liability or liability action arises out of or is based upon an any untrue statement or alleged allegedly untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by such Warrantholder or the holder of such Warrant Shares specifically Registrable Securityholder Indemnified Party expressly for use 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 will be in addition to any liability which the Company may otherwise havetherein.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to shall indemnify and hold harmless the Warrantholder or any holder of Warrant Shares Holder, its officers, directors, employees and Agents and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares such Holder within the meaning of either Section 15 of the ActSecurities Act or Section 20 of the Exchange Act (each such person being sometimes hereinafter referred to as an "Indemnified Holder") from and against all losses, against any claims, damages, liabilities and all loss, claim, damage or liability, joint or several expenses (which shall, for all purposes of this Agreement include, but not be limited to, all including reasonable costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect theretolegal expenses) arises arising out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Statement or the Final Prospectus or in any amendment or supplement thereto; thereto or (b) the in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company by such Holder specifically for use therein; except provided, that the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, liability or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance any preliminary prospectus if (i) such Holder failed to send or deliver (if and to the extent required under the Securities Act) a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus would have completely corrected such untrue statement or omission; and provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver (if and to the extent required by the Securities Act) such Prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such Holder. The Company will also indemnify Underwriters, selling brokers, dealer managers and similar securities industry professionals participating in conformity the distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with written information furnished respect to the indemnification of the Indemnified Holders; provided, however, if such Underwriters, selling brokers, dealer managers or similar securities industry professionals require or agree to indemnification provisions different from those set forth herein, but standard in the industry, the Company agrees to provide them such indemnification rather than the indemnification provided for herein. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnified Holder in respect of which indemnity may be sought from the Company, such Indemnified Holder shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Holder and the payment of all expenses. Such Indemnified Holder shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Holder unless (a) the Company has agreed to pay such fees and expenses or (b) the Company shall have failed to assume the defense of such action or proceeding and has failed to employ counsel satisfactory to such Indemnified Holder in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the Company, and such Indemnified Holder shall have been advised by counsel reasonably satisfactory to the Company that there may be one or more legal defenses available to such Indemnified Holder which are different from or additional to those available to the Company (in which case, if such Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Holder, it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder and any other Indemnified Holders, which firm shall be designated in writing by such Warrantholder Indemnified Holders). The Company shall not be liable for any settlement of any such action or proceeding effected without its written consent (which will not be unreasonably withheld), but if settled with its written consent, or if there be a final judgment for the holder plaintiff in any such action or proceeding, the Company agrees to indemnify and hold harmless such Indemnified Holders from and against any loss or liability by reason of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus settlement or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise havejudgment.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify each Agent, each Joint Lead Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Warrantholder or any holder of Warrant Shares and each personfrom, if any, who controls the Warrantholder or any holder of Warrant Shares within the meaning of the Act, against any and all losslosses, claimclaims, damage damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or liabilityasserted against any Indemnitee arising out of, joint in connection with, or several as a result of (which shall, for all purposes i) the execution or delivery of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder agreement or instrument contemplated hereby, the performance by the parties hereto of Warrant Shares may become subjecttheir respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use or intended use of the proceeds therefrom or any Letter of Credit or the use or intended use thereof, (iii) any transfer, sale, delivery, surrender or endorsement of any draft, demand, certificate or other document presented under any Letter of Credit, (iv) any independent undertakings issued by the Act beneficiary of any Letter of Credit, (v) any unauthorized communication or otherwiseinstruction (whether oral, insofar as such losstelephonic, written, telegraphic, facsimile or electronic) regarding any Letter of Credit or error in computer transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of any Letter of Credit, (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the fraud, forgery or illegal action of parties other than the Indemnitees with respect to any Letter of Credit, (ix) the enforcement of this Agreement or any rights or remedies under or in connection with any Letter of Credit Document or (x) any actual or prospective claim, damagelitigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party, the Company or any of its Subsidiaries); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or wilful misconduct of such Indemnitee or (y) any action, suit, proceeding or claim solely among Indemnitees that does not involve an act or omission of the Company or any of its Subsidiaries, other than any such action, suit, proceeding or claim against the Administrative Agent, the Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger in its capacity, or liability (in fulfilling its role, as Administrative Agent, Syndication Agent, Co-Documentation Agent or action Joint Lead Arranger under this Agreement. This Section shall not apply with respect thereto) arises out of to Taxes other than any Taxes that represent losses or is based upon (a) damages arising from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state 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; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, non-Tax claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use 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 will be in addition to any liability which the Company may otherwise have.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder full extent permitted by law, each Holder of Warrant Shares Registrable Securities, its Affiliates and their respective partners, officers, directors, shareholders, employees and advisors and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares (within the meaning of the Securities Act or the Exchange Act, ) such Persons from and against any and all losslosses, claimclaims, damage damages, liabilities, judgments (or liabilityactions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all including reasonable costs of defense and investigation and all attorneys' fees)legal expenses) (each, to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect theretoa "Loss" and collectively "Losses") arises arising out of or is based upon (aA) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities were Registered under the Registration StatementSecurities Act (including any final, any Preliminary Prospectus, the Effective Prospectus, preliminary or the Final summary Prospectus contained therein or any amendment thereof or supplement thereto; thereto or any documents incorporated by reference therein), (bB) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, (C) any other violation by the Company of the Securities Act, the Exchange Act or any state securities law or of any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of Registrable Shares, or (D) any violation or alleged violation of the securities Law of Panama; except provided that the Company shall not be liable to any particular indemnified party in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in any such case made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically indemnified party expressly for use in the preparation thereof, provided further that the Company shall not be liable to any Person who participates as an Underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such Underwriter within the meaning of the Registration StatementSecurities Act, in any Preliminary Prospectussuch case to the extent that any such Losses arise out of such Person's failure to send or give a copy of the final Offering Document, as the Effective Prospectus and same may be then supplemented or amended, within the Final Prospectus time required by the Securities Act or any amendment other applicable foreign securities Laws to the Person asserting the existence of an untrue statement or supplement theretoalleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final Offering Document. This indemnity will shall be in addition to any liability which the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

Indemnification by Company. In the event of any registration of Registrable Securities under the filing of any Registration Statement with respect to the Warrant Shares Securities Act pursuant to Section 8 hereofthis Agreement, the Company agrees to shall indemnify and hold harmless the Warrantholder or any holder Holder of Warrant Shares such Registrable Securities, its officers, directors, partners, legal counsel, each other person (including each underwriter) who participated in the offering of such Registrable Securities and each other person, if any, who controls the Warrantholder such Holder or any holder of Warrant Shares such participating person within the meaning of the Securities Act, against any and all lossexpenses, claimlosses, damage claims, damages or liabilityliabilities, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees)several, to which such Warrantholder Holder, officer, director, partner, legal counsel, or any holder of Warrant Shares such participating person or controlling person may become subject, subject under the Securities Act or otherwiseany other statute or at common law, insofar as such lossexpenses, claimlosses, damageclaims, damages or liability liabilities (or action with actions in respect theretothereof) arises arise out of or is are based upon (ai) any untrue statement or alleged untrue statement of a any material fact contained contained, on the effective date thereof, in any registration statement under which such securities were registered under the Registration StatementSecurities Act, any Preliminary Prospectuspreliminary prospectus or final prospectus contained therein, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; or , (bii) the omission or any alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and shall reimburse such Holder, officer, director, partner, legal counsel or such participating person or controlling person for any legal or any other expenses reasonably incurred by such Holder, officer, director, partner, legal counsel or such participating person or controlling person in connection with investigating and defending or settling any such expense, loss, claim, damage, liability or action; except provided, however, that the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, damage or liability arises out of or is based upon an untrue statement or alleged any untrue statement or omission made in such registration statement, preliminary prospectus, prospectus or alleged omission made amendment or supplement in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or the holder on behalf of such Warrant Shares specifically for use in Holder or such participating person or controlling person, and shall survive the preparation transfer of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise havesuch securities by such Holder.

Indemnification by Company. In the event of the filing any registration of any Registration Statement with respect to Shares of Company under the Warrant Shares Securities Act pursuant to Section 8 hereofthis Agreement, the Company agrees to will indemnify and hold harmless harmless, to the Warrantholder full extent permitted by law, Holder, its directors and officers, general partners, limited partners and managing directors, each other Person who participates as an underwriter in the offering or any holder sale of Warrant Shares such securities and each personother Person, if any, who controls the Warrantholder controls, is controlled by or is under common control with Holder or any holder of Warrant Shares such underwriter within the meaning of the ActSecurities Act (and directors, officers, controlling Persons, partners and managing directors of any of the foregoing) against any and all losslosses, claimclaims, damage damages or liabilityliabilities, joint or several several, and expenses (including any amounts paid in any settlement effected with Company's consent, which shall, for all purposes of this Agreement include, but consent will not be limited to, all costs of defense and investigation and all attorneys' fees), unreasonably withheld) to which Holder, any such Warrantholder director or officer or general or limited partner or managing director or any holder of Warrant Shares such underwriter or controlling Person may become subject, subject under the Act Securities Act, United States state securities "blue sky" laws, common law or otherwise, insofar as such losslosses, claimclaims, damage, damages or liability liabilities (or action with actions or proceedings in respect theretothereof) arises or expenses arise out of or is are based upon (aA) any untrue statement or alleged untrue statement of a any material fact contained contained, on the effective date thereof, in any registration statement under which such securities were registered under the Registration StatementSecurities Act, any Preliminary Prospectuspreliminary, the Effective Prospectusfinal or summary prospectus contained therein, or the Final Prospectus or any amendment or supplement thereto; or , (bB) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (C) any violation or alleged violation by Company of any United States federal, state or common law rule or regulation applicable to Company and relating to action required of or inaction by Company in connection with any such registration. Company shall reimburse Holder and each such director, officer, general partner, limited partner, managing director or underwriter and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such loss, claim, liability, action or proceeding; except provided, however, that the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, liability (or liability action or proceeding in respect thereof) or expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by Holder in its capacity as a shareholder in Company or any such Warrantholder director, officer, general or the holder of such Warrant Shares limited partner, managing director, underwriter or controlling Person specifically stating that it is for use in the preparation thereof; and, provided, further, that Company shall not be liable to Holder, any Person who participates as an underwriter in the offering or sale of Registrable Securities, if any, or any other Person, if any, who controls such underwriter within the meaning of the Registration StatementSecurities Act, pursuant to this Section 2(e)(i) with respect to any Preliminary Prospectuspreliminary prospectus or the final prospectus or the final prospectus as amended or supplemented as the case may be, to the Effective Prospectus extent that any such loss, claim, damage or liability of such underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Company has previously furnished copies thereof to such underwriter and the Final Prospectus such final prospectus, as then amended or supplemented, had corrected any such misstatement or omission. The indemnity provided for herein shall remain in full force and effect regardless of any investigation made by or on behalf of Holder or any amendment such director, officer, general partner, limited partner, managing director, underwriter or supplement thereto. This indemnity will be in addition to any liability which controlling Person and shall survive the Company may otherwise havetransfer of such securities by Holder.

Indemnification by Company. In To the event of extent permitted by applicable law, the filing of any Registration Statement Company will, with respect to the Warrant Shares 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 Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation and reasonable and documented attorney’s fees and any legal or liabilityother documented fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with actions in respect theretothereof) arises (collectively, “Losses”) to the extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration StatementSecurities Act) or other document, any Preliminary Prospectusin each case related to such registration statement, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company in connection with any registration or offering hereunder and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an 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 made in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder Holder or the holder of such Warrant Shares specifically its authorized representatives expressly for use in the preparation connection with such registration by or on behalf of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveHolder.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares fullest extent permitted by law each Investor, its officers, directors, partners, members, managers and employees and each person, if any, person who controls the Warrantholder or any holder of Warrant Shares such Investor (within the meaning of the Act1000 Xxx) against all losses, against any claims, damages, liabilities, costs (including, without limitation, reasonable attorney's fees) and all loss, claim, damage or liability, joint or several expenses caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by such Investor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus that is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havepermitted transfer of the Registrable Securities.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to shall indemnify and hold harmless harmless, to the Warrantholder fullest extent permitted by law, each Holder, each shareholder, stockholder, member, limited or any holder general partner of Warrant Shares such Holder, each shareholder, stockholder, member, limited or general partner of each such shareholder, stockholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares (within the meaning of the Securities Act or the Exchange Act, ) such Persons and each of their respective Representatives from and against any and all losslosses, claimpenalties, damage or liabilityjudgments, suits, costs, claims, damages, liabilities and expenses, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all including reasonable costs of defense and investigation and all attorneys' fees)legal expenses and any indemnity and contribution payments made to underwriters ) (each, to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect theretoa “Loss” and collectively “Losses”) arises arising out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities are registered or sold under the Registration StatementSecurities Act (including any final, any Preliminary Prospectus, the Effective Prospectus, preliminary or the Final summary Prospectus contained therein or any amendment thereof or supplement thereto; thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including any report and other document filed under the Exchange Act, (bii) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading; except that misleading or (iii) any violation or alleged violation by the Company shall not be liable or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such case to the extentRegistration, but only to the extentdisclosure document or other document or report; provided, that no selling Holder shall be entitled to indemnification pursuant to this Section 3.9.1 in respect of any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made contained in reliance upon and any information relating to such selling Holder furnished in conformity with written information furnished writing by such selling Holder to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use inclusion in a Registration Statement and used by the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement theretoCompany in conformity therewith (such information “Selling Shareholder Information”). This indemnity will shall be in addition to any liability which the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities by such Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the Holders. the Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified parties.

Indemnification by Company. In To the event of extent permitted by applicable Law, the filing of any Registration Statement Company will, with respect to the Warrant Shares any Registrable Securities covered by a registration statement or prospectus, or as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees, and each Underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such Underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilityother fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallor actions in respect thereof) (collectively, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees“Losses”), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration StatementSecurities Act) or other document, any Preliminary Prospectusin each case related to such registration statement, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company 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 Section 3.08) the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.09, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an 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 made in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder Holder or the holder of such Warrant Shares specifically its authorized representatives expressly for use in the preparation connection with such registration by or on behalf of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveHolder.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares fullest extent permitted by law the Investor, its officers, directors, stockholders and employees and each person, if any, person who controls the Warrantholder or any holder of Warrant Shares such Investor (within the meaning of the Act0000 Xxx) against all losses, against any claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and all loss, claim, damage or liability, joint or several expenses imposed on such person caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by such Investor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus that is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havepermitted transfer of the Registrable Securities.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder fullest extent permitted by law, the Holder, each investment advisor and investment sub-advisor of Warrant Shares the Holder and each personof their respective officers, if anydirectors, partners, members and employees and each person who controls the Warrantholder or any holder of Warrant Shares Holder (within the meaning of the Act0000 Xxx) against all losses, against any claims, damages, liabilities, costs (including, without limitation, reasonable attorney's fees) and all loss, claim, damage or liability, joint or several expenses imposed on such person caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by the Holder, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus that is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been timely provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havetransfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. In the event of the filing registration of the offer and sale of any Registration Statement with respect to of the Shares of Warrant Shares pursuant to Section 8 hereofCommon Stock, the Company agrees to will indemnify the Holder, if applicable, and hold the Holder harmless the Warrantholder or any holder of Warrant Shares and each person, if any, who controls the Warrantholder or any holder of Warrant Shares within the meaning of the Act, against any and all losslosses, claimclaims, damage damages, or liability, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees)liabilities, to which such Warrantholder the Holder may become subject under the Securities Act, or any holder of Warrant Shares may become subjectsimilar federal statute, under the Act or otherwiseand state Blue Sky and securities laws, insofar as such losslosses, claimclaims, damagedamages, or liability liabilities (or action with actions in respect theretothereof) arises arise out of of, or is are based upon (a) upon, any untrue statement or alleged untrue statement under which the offer and sale of a material fact contained in the Registration StatementShares of Warrant Common Stock were registered under such Securities Act or similar federal statute, any Preliminary Prospectusstate Blue Sky or securities law, the Effective Prospectusany preliminary prospectus or final prospectus contained therein, or the Final Prospectus or any amendment or supplement thereto; , or (b) arise out of, or are based upon, the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except that , and will reimburse the Company shall not be liable Holder for any legal or any other expenses reasonably incurred by the Holder in connection with investigating or defending any such case loss, claim, damage, liability, or action; provided, however, that to the extent, but only to the extent, extent that any such loss, claim, damage, or liability arises out of of, or is based upon upon, an untrue statement or alleged untrue statement or omission or alleged omission made 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 such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary ProspectusCompany, the Effective Prospectus and Company will not be so liable to the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveHolder.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder fullest extent permitted by law, the Purchasers, each of Warrant Shares their officers, directors, partners and employees and each person, if any, person who controls the Warrantholder or any holder of Warrant Shares Purchasers (within the meaning of the Act1000 Xxx) against all losses, against any claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and all loss, claim, damage or liability, joint or several expenses imposed on such person caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by such Purchasers, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus that is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been provided to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havepermitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. In To the event of fullest extent permitted by applicable law, the filing of any Registration Statement Company will, with respect to the Warrant Shares any Registrable Securities covered by a registration statement or prospectus (including a prospectus supplement), or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilityother fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with actions in respect theretothereof) arises (collectively, “Losses”) to the extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus (or prospectus supplement), preliminary prospectus (or prospectus supplement), offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration StatementSecurities Act), any Preliminary Prospectus“road show” presentation or other document, the Effective Prospectusin each case related to such registration statement, or the Final Prospectus or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company 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 Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an 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 made in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically Holder expressly for use in the preparation of the Registration Statement, connection with such registration by any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise havesuch Holder.

Indemnification by Company. In the event of the filing of any connection with each Registration Statement with respect relating to the Warrant Shares pursuant to Section 8 hereofdisposition of Registrable Securities, the Company agrees to shall indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder and each personunderwriter of Registrable Securities and each Person, if any, who controls the Warrantholder such Holder or any holder of Warrant Shares underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, ) against any and all losslosses, claimclaims, damage or liabilitydamages and liabilities, joint or several (which shallincluding any reasonable investigation, for all purposes legal and other expenses incurred in connection with, and any amount paid in settlement of this Agreement includeany action, but not be limited to, all costs of defense and investigation and all attorneys' feessuit or proceeding or any claim asserted), to which such Warrantholder they, or any holder of Warrant Shares them, may become subject, subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losslosses, claimclaims, damage, damages or liability (or action with respect thereto) arises liabilities arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final Prospectus preliminary prospectus or any amendment thereof or supplement thereto; , or (b) the arise out of or are based upon any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading; except provided, however, that the Company such indemnity shall not be liable in any such case inure to the extentbenefit of any Holder or underwriter (or any Person controlling such Holder or underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) on account of any losses, but only to claims, damages or liabilities arising from the extent, that any sale of Registrable Securities if (a) such loss, claim, damage, or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission made preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder the Holder or the holder of such Warrant Shares underwriter, as applicable, specifically for use therein or (b) such Holder or underwriter was informed by the Company, pursuant to Section 13D, that a Prospectus or preliminary prospectus contained an untrue statement or omission or alleged untrue statement or omission and such Holder or underwriter, as applicable, continued to effect sales of Registrable Securities using such Prospectus or preliminary prospectus. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in the preparation distribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Registration StatementSecurities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement theretoif requested. This indemnity will agreement shall be in addition to any liability which that the Company may otherwise have.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and to save and hold harmless each Holder and any underwriter for such Holder, the Warrantholder officers, directors and partners, and each person who controls such Holder or any holder of Warrant Shares and each person, if any, who controls the Warrantholder or any holder of Warrant Shares such underwriter (within the meaning of the Securities Act or the Exchange Act, ) from and against any and all losslosses, claimclaims, damage or liabilitydamages, joint or several liabilities, and expenses (which shall, for all purposes of this Agreement include, but not be limited to, all including reasonable attorneys fees and expenses and reasonable costs of defense and investigation and all attorneys' fees), investigation) to which such Warrantholder the Holder or underwriter or any holder of Warrant Shares such other person may become be subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises arising out of or is based upon (a) on any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Registrable Securities or the Final Prospectus or in any amendment or supplement thereto; thereto or (b) in any preliminary prospectus or any other document incident to the registration of Registrable Securities under the Securities Act or the qualification of the Registrable Securities under any state securities laws, or arising out of or based upon any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of or based upon any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any other federal or state securities laws, rules or regulations applicable to the Company and relating to action or inaction by the Company in connection with any such registration or qualification, except insofar as the same arise out of reliance upon any untrue statement or omission furnished in writing to the Company by such Holder (or, if it is an underwritten offering, an underwriter selected by such Holders), expressly for use therein; except provided that the Company shall not be liable required to indemnify any Holder for damages caused by such Holder's continuing to use a prospectus with respect to which such Holder has received a notice pursuant to Section 8(j) hereof and has not received a notice of the amendment or supplementation of such prospectus, as contemplated in any Section 8(j). In connection with an underwritten offering, the Company will, pursuant to a separate agreement, agree to indemnify the underwriters thereof, their officers, directors and partners and partners of partners, and each person who controls (within the meaning of the Securities Act) such case underwriters (collectively, "Securities Professionals") to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use 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 will be in addition to any liability which the Company may otherwise havesame extent as provided above.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless the Warrantholder or any holder members of Warrant Shares the Underwriting Group and each person, if any, person who controls any member of the Warrantholder or any holder of Warrant Shares Underwriting Group within the meaning of Section 15 of the Act, Act against any and all losslosses, claimclaims, damage damages or liabilityliabilities, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees)several, to which such Warrantholder they or any holder of Warrant Shares them may become subject, subject under the Act or otherwiseany other statute or at common law and to reimburse the persons indemnified for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losslosses, claimclaims, damagedamages, or liability (or action with respect thereto) arises liabilities and litigation arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus Statement or any amendment thereto or supplement thereto; any application or (b) other document filed in order to qualify the Securities under the blue sky or securities laws of the states where filings were made, or the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except that , all as of the Company shall not be liable in any date when the Registration Statement or such amendment, as the case to the extentmay be, but only to the extent, that any such loss, claim, damagebecomes effective, or liability arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that the indemnity agreement contained in this subsection 6.01 shall not apply to the members of the Underwriting Group or any person controlling a member of the Underwriting Group in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information peculiarly within the knowledge of a member of the Underwriting Group and furnished in conformity with written information furnished writing to the Company by such Warrantholder or a member of the holder of such Warrant Shares Underwriting Group specifically for use in connection with the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus Statement and the Final Prospectus or any such amendment or supplement thereto. This indemnity will be agreement is in addition to any other liability which the Company may otherwise havehave to the members of the Underwriting Group or to any person controlling a member of the Underwriting Group. Each member of the Underwriting Group agrees within 10 days after the receipt by it of written notice of the commencement of any action against it or against any person controlling it as aforesaid, in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this subsection 6.01 to notify the Company in writing of the commencement thereof. The failure of such a member of the Underwriting Group so to notify the Company of any such action shall relieve the person to whom such notice was not given from any liability which it may have to that member of the Underwriting Group or any person controlling it as aforesaid on account of the indemnity agreement contained in this subsection 6.01, but shall not relieve the Company from any other liability which it may have to that member of the Underwriting Group or such controlling person. In case any such action shall be brought against a member of the Underwriting Group or any such controlling person and the member of the Underwriting Group shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to such member of the Underwriting Group or such controlling person or persons, which is a defendant or which are defendants in such litigation. The Company shall not be liable for amounts paid in settlement of any such litigation if such settlement was effected without the written consent of the Company. If the Company elects to direct such defense, the Company agrees to furnish to the involved member of the Underwriting Group at its request, copies of all pleadings therein and to apprise the involved member of the Underwriting Group of all developments therein, all at the Company's expense, and to permit the member of the Underwriting Group to be an observer therein.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold -------------------------- harmless the Warrantholder or any holder Representative and the other members of Warrant Shares the Underwriting Group and each personofficer, if anydirector, employee, representative, agent, surety, guarantor, and each person who controls the Warrantholder Representative or any holder other member of Warrant Shares the Underwriting Group within the meaning of Section 15 of the Act, Act against any and all losslosses, claimclaims, damage damages or liabilityliabilities, joint or several several, or litigation, arbitration or mediation proceedings (which shallcollectively referred to as "litigation"), for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation including any and all attorneys' fees)awards or judgments rendered in connection therewith, to which such Warrantholder they or any holder of Warrant Shares them may become subject, subject under the Act or otherwiseany other statute or at common law and to reimburse the persons indemnified for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losslosses, claimclaims, damagedamages, or liability liabilities and litigation (or action with respect theretoincluding awards and/or judgments in connection therewith) arises arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus Statement or any amendment thereto and the Prospectus and related exhibits included in the Registration Statement or supplement thereto; any application or (b) other document filed in order to qualify the Shares under the blue sky or securities laws of the states where filings were made, or the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading, all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except provided, however that the indemnity agreement contained in this subsection 6.1 shall not apply to the Representative or any of the other members of the Underwriting Group or any person controlling the Representative or any other member of the Underwriting Group in respect of any such losses, claims, damages, liabilities or litigation arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information peculiarly within the knowledge of the Representative or another member of the Underwriting Group and furnished in writing to the Company by a member of the Underwriting Group specifically for use in connection with the preparation of the Registration Statement and Prospectus or any such amendment or supplement thereto and such person in making any such statement, or any such omission or alleged omission, knowingly and willfully violated applicable law or was guilty of gross negligence in connection therewith. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the Representative and other members of the Underwriting Group or to any person controlling the Representative or a member of the Underwriting Group. Each member of the Underwriting Group agrees within ten (10) days after the receipt by it of written notice of the commencement of any action against it or against any person controlling it as aforesaid, in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this subsection 6.1 to notify the Company in writing of the commencement thereof. The failure of such a member of the Underwriting Group so to notify the Company of any such action shall relieve the person to whom such notice was not given from any liability which it may have to that member of the Underwriting Group or any person controlling it as aforesaid on account of the indemnity agreement contained in this subsection 6.1, but shall not relieve the Company from any other liability which it may have to that member of the Underwriting Group or such controlling person. In case any such action shall be brought against the Representative of any other member of the Underwriting Group or any such controlling person and the Representative or other member of the Underwriting Group shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to such member of the Underwriting Group or such controlling person or persons, which is a defendant or which are defendants in such litigation. No settlement, compromise or other disposition of any such litigation shall be made by the Company without the prior written consent of the Representative and the other persons indemnified hereunder. Conversely, any settlement, compromise or other disposition shall require the Company's written consent and to the extent the Company does not consent to any such settlement, compromise or other disposition of any such litigation, the Company shall not be liable for amounts paid in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to connection therewith. If the Company by elects to direct such Warrantholder or defense, the holder of such Warrant Shares specifically for use in the preparation Company agrees to furnish to each indemnified member of the Registration StatementUnderwriting Group at its request, any Preliminary Prospectuscopies of all pleadings therein and to apprise each indemnified member of the Underwriting Group of all developments therein, all at the Effective Prospectus Company's expense, and to permit the Final Prospectus or any amendment or supplement thereto. This indemnity will Representative and each indemnified member of the Underwriting Group to be in addition to any liability which the Company may otherwise havean observer therein.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless the Warrantholder or any each Investor and each other holder of Warrant Shares Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls the Warrantholder or any an Investor and each other holder of Warrant Shares Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any and all lossexpenses, claimlosses, damage judgments, claims, damages or liabilityliabilities, whether joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises arising out of or is based upon (a) any untrue statement (or alleged allegedly untrue statement statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the such Registration Statement, or arising out of or based upon any Preliminary Prospectus, the Effective Prospectus omission (or the Final Prospectus or any amendment or supplement thereto alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; except and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company shall will not be liable in any such case to the extent, but only to the extent, extent that any such expense, loss, claim, damage, damage or liability arises out of or is based upon an any untrue statement or alleged allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by such Warrantholder or the selling holder of such Warrant Shares specifically expressly for use therein, or is based on any selling holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained 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 will be in addition to any liability which the Company may otherwise haveprospectus.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares Administrative Agent and each personLender (and each of their respective officers, if anyagents, who controls the Warrantholder or any holder of Warrant Shares within the meaning of the Actemployees and directors) (each, an “Indemnified Party”) from and against any and all lossclaims, claimdamages, damage liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses and disbursements (including, without limitation, reasonable fees and disbursements of outside counsel) of any kind or liabilitynature whatsoever (“Claims”) which may be imposed on, joint incurred by or several (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 asserted against such Warrantholder Lender or any holder of Warrant Shares may become subjectits officers, under agents, employees or directors (but excluding Claims of any Person resulting from such Person’s gross negligence or willful misconduct) in connection with or arising out of any investigation, litigation or proceeding (including, without limitation, any threatened investigation, litigation or proceeding or preparation of a defense in connection therewith) related to the Act Notes, this Agreement, any of the transactions contemplated herein or otherwisethe actual or proposed use of the proceeds of the Advances, insofar as except to the extent such loss, claim, damage, loss, liability or liability (expense resulted from such Indemnified Party’s gross negligence or action with respect thereto) arises willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.06 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its directors, equityholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower also agrees not to assert any claim for special, indirect, consequential or punitive damages against the Administrative Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or is based upon (a) otherwise relating to this Agreement or any untrue statement of the other Loan Documents or alleged untrue statement of a material fact contained in the Registration Statementany agreement or instrument contemplated hereby, any Preliminary Prospectus, of the Effective Prospectus, transactions contemplated herein or the Final Prospectus actual or any amendment or supplement thereto; or (b) the omission or alleged omission to state 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; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for proposed use in the preparation of the Registration Statement, any Preliminary Prospectus, proceeds of the Effective Prospectus and the Final Prospectus Advances or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveLetters of Credit.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder fullest extent permitted by law, each Participating Holder or any holder of Warrant Shares Piggyback Holder as the case may be, such holder's officers, directors, partners and employees and each person, if any, person who controls the Warrantholder or any such holder of Warrant Shares (within the meaning of the Act0000 Xxx) 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 Registrable Securities against any all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney's fees) and all loss, claim, damage or liability, joint or several expenses caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by such holder, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse, as incurred, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus which is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such final Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action is required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 4(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havepermitted transfer of the Registrable Securities.

Indemnification by Company. In The Company shall indemnify the event Holder(s) of the filing of any Registration Statement with respect to the Warrant Shares to be sold pursuant to Section 8 hereofany registration statement hereunder, the Company agrees to indemnify officers and hold harmless the Warrantholder or any holder directors of Warrant Shares each Holder and each person, if any, who controls the Warrantholder or any holder of Warrant Shares such Holders within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and all loss, claim, damage or liability, joint or several (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 such Warrantholder or any holder of Warrant Shares may become subjectstate securities law or regulation, under the Act or otherwise, insofar as such against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever incurred by the indemnified party in any action with respect theretoor proceeding between the indemnitor and indemnified party or between the indemnified party and any third party or otherwise) arises out to which any of them may become subject under the Securities Act, the Exchange Act or is any other statute or at common law or otherwise arising from such registration statement or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, (i) any Preliminary Prospectuspreliminary prospectus, the Effective Prospectus, registration statement or the Final Prospectus prospectus (as from time to time each may be amended and supplemented); (ii) any post-effective amendment or amendments or any amendment or supplement theretonew registration statement and prospectus in which are included the Warrant Shares; or (biii) any application or other document or written communication (collectively called "application") executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Warrant Shares under the securities laws thereof or filed with the Securities and Exchange Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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; except that the Company shall not be liable in any , unless such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon upon, and in conformity with with, written information furnished to the Company by and with respect to such Warrantholder or the holder of such Warrant Shares specifically registered holders ("Purchaser Information") expressly for use in the preparation of the Registration Statement, any Preliminary Prospectuspreliminary prospectus, the Effective Prospectus and the Final Prospectus registration statement or prospectus, or any amendment or supplement thereto. This indemnity will be thereof, or in addition any application, as the case may be, or unless the indemnitee failed to any liability deliver a final prospectus in which the material misstatement or omission was corrected. The Company may otherwise haveagrees promptly to notify such Holders of the commencement of any litigation or proceedings against the Company or any of its officers, directors or controlling persons in connection with the issue and sale or resale of the Warrant Shares or in connection with the registration statement or prospectus.

Indemnification by Company. In To the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereoffullest extent permitted by law, the Company agrees to will indemnify and hold harmless each Holder which has Registrable Common included in a registration statement pursuant to the Warrantholder or provisions hereof, its directors and officers, and any holder of Warrant Shares underwriter (as defined in the Securities Act) for such Holder and each personPerson, if any, who controls the Warrantholder such Holder or any holder of Warrant Shares such underwriter within the meaning of the Securities Act, against from and against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all loss, claimdamage and liability (collectively, damage or liability, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), "LOSSES") to which such Warrantholder Holder or any holder of Warrant Shares such underwriter or controlling Person may become subject, subject under the Act Securities Act, state securities laws or otherwise, and the Company will pay to each such Holder, underwriter or controlling person any legal or other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises Losses arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statementsuch registration statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus prospectus contained therein or any amendment or supplement thereto; , or (b) arise out of or are based upon the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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; except provided, however, that the Company shall will not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss 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 written information furnished to the Company by such Warrantholder Holder, such underwriter or the holder of such Warrant Shares controlling Person in writing specifically for use in the preparation thereof; provided further, 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 Registration StatementCompany, any Preliminary Prospectuswhich consent will not be unreasonably withheld, and that the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This foregoing indemnity will be in addition obligation with respect to any liability preliminary prospectus or final prospectus (if such final prospectus has been amended or supplemented and such amendments or supplements have been furnished to such Holder prior to the written confirmation of the sale involved) will not inure to the benefit of any Holder on account of any Loss whatsoever arising from the sale of Registrable Common by such Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such amendments or supplements have been furnished to such Holder prior to the written confirmation of the sale involved) has not been sent or given by or on behalf of such Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such preliminary prospectus or final prospectus from which such Loss arose was corrected in the Company may otherwise havefinal prospectus (as amended or supplemented if such amendments or supplements thereto have been furnished as aforesaid).

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify -------------------------- and hold harmless harmless, to the Warrantholder or any holder fullest extent permitted by law the Investors, each of Warrant Shares their officers, directors, partners and employees and each person, if any, person who controls the Warrantholder or any holder of Warrant Shares Investors (within the meaning of the Act0000 Xxx) against all losses, against any claims, damages, liabilities, costs (including, without limitation, reasonable attorney's fees) and all loss, claim, damage or liability, joint or several expenses imposed on such person caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by such Investors, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus that is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havepermitted transfer of the Registrable Securities and Additional Registrable Securities.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the (a) Company agrees to indemnify and hold harmless the Warrantholder or any holder Funds, Adviser and Distributors and each of Warrant Shares their directors, officers, employees and agents, and each person, if any, who controls the Warrantholder or any holder of Warrant Shares them within the meaning of Section 15 of the Act1933 Act (each, an "Indemnified Party" and collectively, the "Indemnified Parties" for purposes of this Section 9.1) from and against any and all losslosses, claimclaims, damage or liabilitydamages, joint or several liabilities (which shallincluding amounts paid in settlement with the written consent of Company), for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation expenses (including reasonable legal fees and all attorneys' feesexpenses), to which such Warrantholder or any holder of Warrant Shares the Indemnified Parties may become subjectsubject under any statute, under the Act regulation, at common law or otherwiseotherwise (collectively, hereinafter "Losses"), insofar as such loss, claim, damage, or liability Losses: (or action with respect theretoi) arises arise out of or is are based upon (a) any untrue statement statements or alleged untrue statement statements of a any material fact contained in the Registration Statementregistration statement, any Preliminary Prospectus, prospectus or sales literature for the Effective Prospectus, Contracts or contained in the Final Prospectus Contracts (or any amendment or supplement thereto; to any of the foregoing), or (b) arise out of or are based upon the omission or the alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except , provided that the Company this paragraph 9.1(a) shall not be liable in apply as to any Indemnified Party if such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or such alleged statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder on behalf of such Warrant Shares specifically a Fund, Distributors or Adviser for use in the preparation of registration statement or prospectus for the Registration Statement, any Preliminary Prospectus, Contracts or in the Effective Prospectus and the Final Prospectus Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or (ii) arise out of, or as a result of, statements or representations or wrongful conduct of Company or its agents, with respect to the sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company or persons under its control in this Agreement or arise out of or result from any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by persons specified in Section 3.2(c), hereof. This indemnity will be indemnification provision is in addition to any liability which the Company may otherwise have.. (b) Company shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Indemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying Party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the indemnifying Party. The indemnifying Party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Indemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the commencement of any litigation or proceedings against the Indemnified Parties in connection with the issuance or sale of Fund shares or the Contracts or the operation of a Fund. 9.2

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to will indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares full extent permitted by law, each Requesting Holder and each personother Person, if any, who controls the Warrantholder or any holder of Warrant Shares such Requesting Holder (within the meaning of the Securities Act), and their respective directors, officers, partners, Agents and Affiliates against any all losses, claims, damages, liabilities (or actions in respect thereto) and all lossexpenses, claimincluding, damage or liabilitywithout limitation, joint or several (which shallthe reasonable fees, for all purposes disbursements and other charges of this Agreement include, but not be limited to, all legal counsel and reasonable costs of defense and investigation and all attorneys' fees(collectively, a "Loss" or "Losses"), to which any such Warrantholder or any holder of Warrant Shares Person may become be subject, under the Securities Act or otherwise, and reimburse all such Persons for any other expenses incurred with investigating or defending against any Losses, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises Losses arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained or incorporated by reference in the a Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or preliminary prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises same arise out of or is are based upon an untrue statement of a material fact or alleged untrue omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission or alleged omission is made therein in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder or the holder of such Warrant Shares specifically Requesting Holder expressly for use therein. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the preparation distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Registration Statement, any Preliminary Prospectus, Securities Act) to the Effective Prospectus and same extent as provided above with respect to the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveindemnification of each Requesting Holder of Registrable Securities.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares fullest extent permitted by law, each Holder, its officers, directors and employees and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares such Holder (within the meaning of the Securities Act) or acts on behalf of such Holder against all losses, against any claims, damages, liabilities and all loss, claim, damage or liability, joint or several (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) reasonable expenses caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany registration statement, any Preliminary Prospectus, the Effective Prospectus, prospectus or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances in which they were made, not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein; except provided, however, that (i) the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, liability or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and the final prospectus, if such untrue statement or allege untrue statement, omission or alleged omission is corrected in conformity with written information furnished an amendment or supplement to the final prospectus and the Holder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of the Common Stock to the Person asserting such loss, claim, damage, liability or expense after the Company by and furnished such Warrantholder or the holder Holder with a copy of such Warrant Shares specifically for use in amended or supplemented prospectus; and (ii) the preparation of the Registration Statement, Company shall not be liable if any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus Person uses a prospectus (or any an amendment or supplement thereto. This indemnity will be in addition to any liability which ) following the giving of notice by the Company may otherwise havepursuant to Section 4.1(d)). The Company will also indemnify the underwrites participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if so requested.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify indemnify, defend and hold harmless the Warrantholder or any holder of Warrant Shares Placement Agent, its agents, managers, members, representatives, guarantors, sureties and each person, if any, person who controls the Warrantholder or any holder of Warrant Shares Placement Agent within the meaning of either Section 15 of the Act, Act or Section 20 of the Securities Exchange Act of 1934 ("Indemnified Persons") from and against any and all losslosses, claimclaims, damage damages, liabilities or liabilityexpenses, joint or several several, (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons) which shallthey or any of them may incur under the Act, or any state securities law and the Rules and Regulations or the rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse such Indemnified Persons for all purposes any legal or other expense (including the cost of this Agreement includeany investigation and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, only insofar as such losslosses, claimclaims, damagedamages, or liability (or action with respect thereto) arises liabilities and expenses arise out of or is are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus Memorandum or any amendment or supplement thereto; thereto or (b) any authorized sales literature or any application or other document filed with the Commission or in any state or other jurisdiction in order to qualify the Units under the securities laws thereof, or the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; except that , all as of the Company shall not be liable in any date of the Memorandum or such amendment or supplement, as the case to the extent, but only to the extent, that any such loss, claim, damagemay be, or liability arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in the Memorandum (as amended or supplemented) or other document, or the failure to comply with the security registration requirement of the Act or any applicable state law; provided, however, that the indemnity agreement contained in this Section 7.01 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to any Indemnified Persons in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with written information furnished in writing to the Company by such Warrantholder or the holder of such Warrant Shares Indemnified Persons specifically for use in connection with the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus Memorandum or any such amendment or supplement thereto. This indemnity will be agreement is in addition to any other liability which the Company may otherwise havehave to the Indemnified Persons.

Indemnification by Company. In the event of the filing of any Registration Statement with respect The Company shall, without limitation as to the Warrant Shares pursuant to Section 8 hereoftime, the Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any full extent permitted by law, each holder of Warrant Shares Registered Registrable Securities and each person, if any, Person who controls the Warrantholder such holder or any holder of Warrant Shares such officers, directors, agents or employees (within the meaning of the Securities Act or the Exchange Act) against all losses, against any and all lossclaims, claimdamages, damage or liabilityliabilities, joint or several costs (which shall, for all purposes of this Agreement include, but not be limited to, all including the costs of defense preparation and investigation attorney’s fees) and all attorneys' fees)expenses (collectively, to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto“Losses”) arises out of or is based upon (a) caused by any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or preliminary prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein 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 (in the case of any Prospectus), not misleading; , except that (i) insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein and (ii) the Company shall not be liable in to any such case holder of Registered Registrable Securities (or its controlling persons) with respect to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission in any preliminary prospectus or alleged omission made any Prospectus which was corrected in reliance upon and in conformity with written information furnished a Prospectus or prospectus supplement delivered by the Company to such holder prior to the sale of the Registered Registrable Securities in question if the person asserting such Loss, purchased securities from such holder but was not timely sent or given a copy of such corrected Prospectus or prospectus supplement at or prior to written conformation of the sale of such securities to such person. If requested, the Company by shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution and each Person who controls such Warrantholder Persons (within the meaning of the Securities Act or the holder of such Warrant Shares specifically for use in Exchange Act) to the preparation same extent as provided above with respect to the indemnification of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus holders of Registered Registrable Securities and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise havetheir controlling persons.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the Company Outdoor Americas agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares (within the meaning of the Securities Act or the Exchange Act, ) such Persons from and against any and all losslosses, claimclaims, damage damages, liabilities (or liabilityactions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all including reasonable costs of defense and investigation and all attorneys' fees)legal expenses) (each, to which such Warrantholder or any holder of Warrant Shares may become subjecta “Loss” and collectively, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto“Losses”) arises arising out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Registration Statement, sale of such Registrable Securities was Registered under the Securities Act (including any Preliminary Prospectus, the Effective Prospectus, final or the Final preliminary Prospectus contained therein or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that Outdoor Americas has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) any misstatement of a material fact, or an omission of a material fact required to be stated therein or necessary to make a statement not materially misleading (in the statements therein not misleadingcase of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which such statement was made); except provided, however, that the Company Outdoor Americas shall not be liable to any particular indemnified party in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss arises out of or is based upon a misstatement of a material fact, or an untrue omission of a material fact necessary to make a statement or alleged untrue statement or omission or alleged omission made not materially misleading, in any such Registration Statement (i) in reliance upon and in conformity with written information furnished to the Company Outdoor Americas by such Warrantholder or the holder of such Warrant Shares specifically indemnified party expressly for use in the preparation thereof or (ii) which has been corrected in a subsequent filing with the SEC but such indemnified party nonetheless failed to provide such corrected filing to the Person asserting such Loss, in breach of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement theretoindemnified party’s obligations under applicable law. This indemnity will shall be in addition to any liability which the Company Outdoor Americas may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

Indemnification by Company. In To the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereoffullest extent permitted by law, the Company agrees to Southwest will indemnify and hold harmless each Holder of Registrable Common that is included in a registration statement under the Warrantholder or provisions of this Agreement, the Holder’s directors, officers, partners, shareholders and legal counsel and any holder of Warrant Shares underwriter (as defined in the Securities Act) for the Holder and each personPerson, if any, who controls the Warrantholder Holder or any holder of Warrant Shares the underwriter within the meaning of the Securities Act, against from and against, and will reimburse the Holder and the underwriter and controlling Person with respect to, any and all loss, claimdamage, damage claims or liabilityliability (collectively, “Losses”), joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees)several, to which such Warrantholder or any holder of Warrant Shares them may become subject, subject under the Act Securities Act, state securities laws or otherwise, and Southwest will pay to each Holder, director, officer, partner, shareholder, legal counsel, underwriter or controlling person any legal or other costs or expenses reasonably incurred by that person in connection with investigating or defending any Loss, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (a) the Losses are caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statementregistration statement, any Preliminary Prospectus, prospectus in the Effective Prospectus, or the Final Prospectus registration statement or any amendment or supplement thereto; to the registration statement, or (b) arise out of or are based upon the omission or the alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto registration statement a material fact required to be stated therein in the registration statement or necessary to make the statements therein in the registration statement, in light of the circumstances in which they were made, not misleading; except provided, however, that the Company shall Southwest will not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability Loss arises out of or is based upon an untrue statement or alleged omission so made in conformity with information furnished by the Holder, director, officer, partner, shareholder, legal counsel, underwriter or controlling Person; provided further, however, that the indemnity agreement in this Section 7.1 will not apply to amounts paid in settlement of any Loss if the settlement is effected without the consent of Southwest, which consent Southwest will not withhold unreasonably. With respect to any preliminary prospectus, the foregoing indemnity obligation will not inure to the benefit of any Holder on account of any Loss whatsoever arising from the sale of any Registrable Common by the Holder to any person if (A) a copy of the prospectus (as amended or supplemented if amendments or supplements have been furnished to the Holder before the confirmation of the sale involved) was not sent or given by or on behalf of the Holder to that person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use a material fact 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 will be in addition to any liability preliminary prospectus from which the Company may otherwise haveLoss arose was corrected in the prospectus (as amended or supplemented if the amendments or supplements have been furnished as aforesaid).

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares fullest extent permitted by law each Investor, its officers, directors, stockholders and employees and each person, if any, person who controls the Warrantholder or any holder of Warrant Shares such Investor (within the meaning of the Act0000 Xxx) against all losses, against any claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) and all loss, claim, damage or liability, joint or several expenses imposed on such person caused by (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 such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ai) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, Prospectus or any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus preliminary prospectus or any amendment or supplement thereto; thereto or (b) the any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading; , except that insofar as the same are based upon any information furnished in writing to the Company by such Investor, expressly for use therein, or (ii) any violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall not be liable reimburse in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such case claims. The foregoing is subject to the extentcondition that, but only insofar as the foregoing indemnities relate to the extentany untrue statement, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or statement, omission or alleged omission made in reliance upon and any preliminary prospectus or Prospectus that is eliminated or remedied in conformity with written information furnished to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This , the above indemnity will be in addition obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such corrected Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action was required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability which of such indemnified party with respect to such statement or omission. Indemnity under this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party and shall survive the Company may otherwise havepermitted transfer of the Registrable Securities.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to shall indemnify and hold harmless the Warrantholder or any holder of Warrant Shares and each person, if any, who controls the Warrantholder or any holder of Warrant Shares within the meaning of the Act, Underwriter against any and all loss, claim, damage or liability, joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees)several, to which such Warrantholder or any holder of Warrant Shares Underwriter may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or 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, any Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment or supplement thereto, or (ii) in any application or 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 (be) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus 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; and shall reimburse each Underwriter for any legal or other reasonable expenses incurred by such Underwriter 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; except that the Company shall not be liable in any such case to the extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company through the Underwriter by such Warrantholder or the holder on behalf of such Warrant Shares any Underwriter specifically for use 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 will be in addition to , or any liability which the Company may otherwise haveBlue Sky Application.,

Indemnification by Company. In To the event of extent permitted by applicable law, the filing of any Registration Statement Company will, with respect to the Warrant Shares 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 Section 8 hereofthis Agreement, the Company agrees to indemnify and hold harmless the Warrantholder or any holder of Warrant Shares each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each personPerson controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls the Warrantholder or any holder of Warrant Shares such underwriter within the meaning of Section 15 of the ActSecurities Act (collectively, the “Company Indemnified Parties”), from and against any and all lossexpenses, claimclaims, damage losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or liabilityother fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which such Warrantholder or any holder of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with actions in respect theretothereof) arises (collectively, “Losses”) to the extent arising out of or is based upon (a) on any untrue statement (or alleged untrue statement statement) of a material fact contained in the any Registration Statement, any Preliminary prospectus, preliminary prospectus, offering circular, “Issuer Free Writing Prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, the Effective Prospectusin each case related to such Registration Statement, or the Final Prospectus or any amendment or supplement thereto; , or based on any omission (b) the omission or alleged omission omission) to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto 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 any violation by the Company 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 Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; except 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 (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 Losses or action to the extent, but only to the extent, extent that any such loss, claim, damage, or liability it arises out of or is based upon an 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 made in the Registration Statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Warrantholder Holder or the holder of such Warrant Shares specifically its authorized representatives expressly for use in the preparation connection with such registration by or on behalf of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise haveHolder.

Indemnification by Company. In the event of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the The Company agrees to indemnify and hold harmless harmless, to the Warrantholder or any holder of Warrant Shares full extent permitted by law, each Holder and each person, if any, Person who controls the Warrantholder or any holder of Warrant Shares such Holder (within the meaning of the Securities Act), and each of their respective partners, members, officers, directors, employees and agents (collectively, the "Company Indemnified Persons"), against any and all losslosses, claimclaims, damage damages, liabilities, reasonable attorneys fees, costs or liabilityexpenses and costs and expenses of investigating and defending any such claim (collectively, "Damages"), joint or several (which shallseveral, for all purposes of this Agreement include, but not be limited to, all costs of defense and investigation and all attorneys' fees), any action in respect thereof to which any such Warrantholder or any holder of Warrant Shares Company Indemnified Person may become subject, subject under the Securities Act or otherwise, insofar as such loss, claim, damageDamages (or proceedings in respect thereof) arise out of, or liability (or action with respect thereto) arises out of or is are based upon (a) upon, any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, any Preliminary Prospectus, the Effective Prospectus, Prospectus or the Final preliminary Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein, and shall promptly reimburse each Company Indemnified Person for any legal and other expenses reasonably incurred by that Company Indemnified Person in investigating or defending or preparing to defend against any such Damages or proceedings; except provided, however, that the Company shall not be liable in any such case to the extent, but only to the extent, extent that any such loss, claim, damage, or liability arises Damages arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished any such preliminary Prospectus if (i) such offering does not involve an underwriter, (ii) such Holder failed to deliver or cause to be delivered a copy of the Prospectus to the Person asserting such loss, claim, damage, liability or expense after the Company by had timely furnished such Warrantholder Holder with a sufficient number of copies of the same and (iii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and provided, further, that the holder Company shall not be liable in any such case to the extent that any such Damages arise out of such Warrant Shares specifically for use or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus if (x) such offering does not involve an underwriter, (y) such untrue statement or any alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement thereto. This indemnity will be in addition to any the Prospectus and (z) the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability which or expense after the Company may otherwise havehad furnished such Holder with a sufficient number of copies of the same. The Company also agrees to indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders.