Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or 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 for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holder

Indemnification by Company. To the extent permitted by applicable lawIn connection with each Registration Statement relating to disposition of Registrable Securities, the Company will, with respect to any shall indemnify and hold harmless each Holder and each underwriter of Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling Person, if any, who controls such Holder or any of the foregoing underwriter (within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section section 15 of the Securities Act (collectively, or section 20 of the “Company Indemnified Parties”), Exchange Act) against any and all expenseslosses, claims, losses, damages, costs (including costs of preparation damages and reasonable attorney’s fees and any legal or other 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 (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or actions in respect thereof) arising proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, Prospectus or any amendment thereof or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading; 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 light of the circumstances reliance upon and in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable conformity with information furnished in writing to the Company in connection with any by such registrationHolder or underwriter specifically for use therein; provided, and further, that 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 such Holder in or any underwriter (or any person controlling such Holder or underwriter) with respect 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 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 any preliminary Prospectus that is corrected in the registration statement Prospectus (or prospectusany 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 agreement shall be in addition to any liability which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holderthe Company may otherwise have.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents agents, employees and employeesAffiliates, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct 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 any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and preparation, reasonable attorney’s fees and expenses and any legal or other fees or expenses actually 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 several, (or actions or proceedings, whether commenced or threatened, in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationand (without limiting the preceding portions of this Section 4.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 4.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or 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 only such information furnished by any Holder consists of the information described as such in Section 4.2 below.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct 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 any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationand (without limiting the preceding portions of this Section 3.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct 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 any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable and documented attorney’s fees and any legal or other 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationregistration or offering hereunder and (without limiting the preceding portions of this Section 3.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

Indemnification by Company. To the extent permitted by applicable law, the Company willwill indemnify each Holder, each of the Holder’s officers, directors, shareholders, employees, representatives and partners, if any, Controlling Person of such Holder, with respect to any Registrable Securities as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofunderwriter, if any, and each Controlling Person who controls of any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”)underwriter, against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal damages or other 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 liabilities (or actions in respect thereof) ), including any of the foregoing incurred in any investigation or inquiry or in any settlement of any litigation commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, or any amendment or supplement thereto thereto, incident to any such registration, qualification or compliance 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company ofof the Securities Act, the Exchange Act, or any state securities law, or any rule or regulation promulgated under, under the Securities Act, the Exchange Act or any state securities laws 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 Company Indemnified Parties 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 reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; provided, as such expenses are incurred. The however, that the indemnity agreement contained in this Section 4.1 6.1 shall not (i) apply to amounts paid in settlement of any such loss, claim, damage, liability liability, or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayedwithheld), nor shall the Company be liable ; (ii) apply to a Holder in any such case for any such loss, claim, damage, liability liability, or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission made in the connection with such registration statement statement, preliminary prospectus, final prospectus, or prospectus) which occurs amendments to supplements thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by and such Holder, underwriter, or on behalf Controlling Person; or (iii) inure to the benefit of any Holderunderwriter 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 most recent prospectus, if 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 written confirmation of the sale 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. To In the extent permitted by applicable lawevent of the filing of any Registration Statement with respect to the Warrant Shares pursuant to Section 8 hereof, the Company will, with respect agrees to indemnify and hold harmless the Warrantholder or any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, holder of Warrant Shares and each Person controlling such Holder person, if any, who controls the Warrantholder or any holder of the foregoing Warrant Shares within the meaning of Section 15 of the Securities Act, against any and each underwriter thereofall loss, if anyclaim, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal damage or other 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 liabilitiesliability, 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 actions in 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 thereofthereto) arising arises out of or is based on upon (a) any untrue statement (or alleged untrue statement) statement of a material fact contained in the Registration Statement, any registration statementPreliminary Prospectus, prospectusthe Effective Prospectus, preliminary prospectusor the Final Prospectus or any amendment or supplement thereto; or (b) the omission or alleged omission to state in the Registration Statement, offering circular any Preliminary Prospectus, the Effective Prospectus or other document, 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, in light of the circumstances in which they were made, therein not misleading, or any violation by ; except that the Company of, or 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 for to the extent, but only to the extent, that any such loss, claim, damage, or liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs made in reliance upon and in conformity with written information furnished expressly to the Company by such Warrantholder or the holder of such Warrant Shares specifically for use in connection with such registration by the preparation of the Registration Statement, any Preliminary Prospectus, the Effective Prospectus and the Final Prospectus or on behalf of any Holderamendment or supplement thereto. This indemnity will be in addition to any liability which the Company may otherwise have.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, partners and members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenses, claims, losses, damages, costs (including costs of preparation damages and reasonable attorney’s fees and any legal or other 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 several, (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or of any rule or regulation promulgated under, 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 for any such loss, claim, damage, liability or action (a) to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holder or (b) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities Act.

Indemnification by Company. To The Company agrees to indemnify and hold harmless, to the full extent permitted by applicable law, the Company willeach holder of Registrable Securities, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents directors and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, employees and each Person who controls any such underwriter holder (within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), Act) against all expenseslosses, claims, losses, damages, costs (including costs of preparation liabilities and reasonable attorney’s fees and any legal or other fees or expenses actually incurred caused by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, Prospectus or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, except insofar as the same are caused by or contained in any violation by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable information furnished in writing to the Company in connection with any by such registrationholder expressly for use therein; provided, and however, that 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 for to the extent that any such loss, claim, damage, liability or action to the extent that it expense arises out of or is based upon a violation an untrue statement or alleged violation untrue statement or omission or alleged omission made in 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 had furnished such 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 state such case to the extent that any such loss, claim, damage, liability or federal law (including any claim arising expense arises out of or is based on any upon an untrue statement or alleged untrue statement or omission or alleged omission in the registration Prospectus, if such untrue statement or prospectusalleged 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 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 distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) which occurs in reliance upon and in conformity to the same extent as provided above with written information furnished expressly for use in connection with such registration by or on behalf respect to the indemnification of any Holderthe holders of Registrable Securities, if requested.

Indemnification by Company. To The Company agrees to indemnify -------------------------- and hold harmless, to the full extent permitted by applicable law, the Company willeach Stockholder, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents directors and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, employees and each Person who controls any such underwriter Stockholder (within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), Act) against all expenseslosses, claims, losses, damages, costs (including costs of preparation liabilities and reasonable attorney’s fees and any legal or other fees or expenses actually incurred caused by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, Prospectus or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, except insofar as the same are caused by or contained in any violation by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable information furnished in writing to the Company in connection with any by such registrationStockholder expressly for use therein; provided, and however, that 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 for to the extent that any such loss, claim, damage, liability or action to the extent that it expense arises out of or is based upon a violation an untrue statement or alleged violation untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such Stockholder 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 had furnished such Stockholder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and provided, further, that the -------- ------- Company shall not be liable in any state such case to the extent that any such loss, claim, damage, liability or federal law (including any claim arising expense arises out of or is based on any upon an untrue statement or alleged untrue statement or omission or alleged omission in the registration Prospectus, if such untrue statement or prospectusalleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Stockholder 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 or expense after the Company had furnished such Stockholder 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 distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) which occurs in reliance upon and in conformity to the same extent as provided above with written information furnished expressly for use in connection with such registration by or on behalf respect to the indemnification of any Holderthe Stockholders, if requested.

Indemnification by Company. To the extent permitted by applicable lawThe Company shall indemnify and hold harmless each Underwriter against any and all loss, the Company willclaim, with respect to any Registrable Securities as damage or liability, joint or several, to which registration or qualification or compliance such Underwriter may become subject, under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectivelyor otherwise, the “Company Indemnified Parties”)insofar as such loss, against all expensesclaim, claimsdamage, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 liability (or actions in action with respect thereofthereto) arising arises out of or is based on 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 statementstatement 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 registration statement, prospectus, preliminary prospectus, offering circular 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 (e) 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 incident to or in any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, ; and shall reimburse each Underwriter for any legal or any violation other reasonable expenses incurred by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable to the Company such Underwriter 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 investigating or defending against or appearing as a third-party witness 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 for any such loss, claim, damage, liability or action 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 extent, but only to the extent, that it any such loss, claim, damage, or liability arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs made in reliance upon and in conformity with written information furnished expressly for use in connection with such registration to the Company through the Representative by or on behalf of any HolderUnderwriter 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, or any Blue Sky Application.

Indemnification by Company. To the extent permitted by applicable lawLaw, the Company will, with respect to 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 this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct and such Holder’s current and former officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees, and each underwriter Underwriter thereof, if any, and each Person who controls any such underwriter Underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), ) from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) (collectively, “Losses”), to the extent arising out of or based on any untrue statement (or alleged untrue 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 Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registration, 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.09, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law Law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected will indemnify and hold harmless DHW pursuant to this Agreementthe provisions hereof, indemnify each Holder, each Holder’s current its directors and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of underwriter (as defined in the Securities Act, ) for DHW and each underwriter thereofPerson, if any, and each Person who controls any DHW or such underwriter within the meaning of Section 15 of the Securities Act Act, from and against, and will reimburse the DHW and each such underwriter and controlling Person with respect to, any and all loss, damage, liability (collectively, “Losses”) to which DHW or any such underwriter or controlling Person may become subject under the “Securities Act, state securities laws or otherwise, and the Company Indemnified Parties”), against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and will pay to DHW or each such underwriter or controlling person any legal or other fees costs or expenses actually reasonably incurred by such party person in connection with investigating or defending any investigation or proceeding)such Loss, judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of or based on insofar as such Losses are caused by any untrue statement (or alleged untrue statement) statement of a any material fact contained in such Registration Statement, any registration statement, prospectus, preliminary prospectus, offering circular or other document, Prospectus contained therein or any amendment or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, or any violation by the Company ofhowever, or 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 that 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 for any such loss, claim, damage, liability or action to the extent that it any such Loss arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and so made in conformity with written information furnished expressly by DHW, such underwriter or such controlling Person in writing specifically for use in connection 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 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 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 registration 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 any HolderDHW 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 final Prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid).

Indemnification by Company. To SunCoke agrees to indemnify and hold harmless, to the full extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each such Holder’s current Affiliates and former their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Actadvisors, and each underwriter thereof, if any, agents and each Person who controls any such underwriter (within the meaning of Section 15 of the Securities Act (collectively, or the “Company Indemnified Parties”), Exchange Act) such Persons from and against any and all expenseslosses, claims, losses, damages, costs liabilities (including costs of preparation or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and reasonable attorney’s fees and any legal or other 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 liabilitiesexpenses, joint or several (or actions in respect thereofincluding reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary prospectus, offering circular Prospectus contained therein or other documentany amendment thereof or supplement thereto or any documents incorporated by reference therein), or any amendment such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SunCoke has filed or supplement thereto incident is required to any such registrationfile pursuant to Rule 433(d) of the Securities Act, qualification or compliance or based on (ii) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances in under which they were made, ) not misleading; provided, or any violation by the Company ofhowever, or 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 that SunCoke shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder any particular indemnified party in any such case for any such loss, claim, damage, liability or action to the extent that it any such Loss arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission made in the registration statement or prospectusany such Registration Statement (i) which occurs in reliance upon and in conformity with written information furnished to SunCoke by such indemnified party expressly for use in connection the preparation thereof or (ii) which has been corrected in a subsequent filing with the SEC but such registration indemnified party nonetheless failed to provide such corrected filing to the Person asserting such Loss, in breach of the indemnified party’s obligations under applicable law. This indemnity shall be in addition to any liability 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. To The Company agrees to indemnify and hold harmless the extent permitted by applicable law, members of the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, Underwriting Group and each Person controlling such Holder or person who controls any member of the foregoing Underwriting Group within the meaning of Section 15 of the Securities Act, Act against any and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenseslosses, claims, lossesdamages or liabilities, damagesjoint or several, costs (including costs to which they or any of preparation them may become subject under the Act or any other statute or at common law and reasonable attorney’s fees and to reimburse the persons indemnified for any legal or other fees or expenses actually (including the cost of any investigation and preparation) incurred by such party them in connection with any investigation litigation, whether or proceeding)not resulting in any liability, judgmentsbut only insofar as such losses, finesclaims, penaltiesdamages, charges, amounts paid in settlement liabilities and other liabilities, joint or several (or actions in respect thereof) arising litigation arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, the Registration Statement or any amendment thereto or supplement thereto incident any application or other document filed in order to any such registrationqualify the Securities under the blue sky or securities laws of the states where filings were made, qualification or compliance or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 in under which they were made, not misleading; PROVIDED, or any violation by HOWEVER, that the Company of, or 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 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 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. This indemnity agreement is in addition to any other liability which the Company may otherwise have 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 loss, claim, damage, liability or action such litigation if such settlement is was effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall Company. If the Company be liable elects to a Holder in any direct such case for any such lossdefense, claim, damage, liability or action the Company agrees to furnish to the extent that it arises out involved member of or is based upon a violation or alleged violation the Underwriting Group at its request, copies of any state or federal law (including any claim arising out all pleadings therein and to apprise the involved member of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon Underwriting Group of all developments therein, all at the Company's expense, and in conformity with written information furnished expressly for use in connection with such registration by or on behalf to permit the member of any Holderthe Underwriting Group to be an observer therein.

Indemnification by Company. To the extent permitted by applicable lawIn connection with each Registration Statement relating to disposition of Registrable Securities, the Company will, with respect to any shall indemnify and hold harmless each selling holder of Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofof Registrable Securities and each Person, if any, and each Person who controls any such selling holder of Registrable Securities or underwriter (within the meaning of Section 15 of the Securities Act (collectively, or Section 20 of the “Company Indemnified Parties”), Exchange Act) against any and all expenseslosses, claims, losses, damages, costs (including costs of preparation damages and reasonable attorney’s fees and any legal or other 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 (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or actions in respect thereof) arising proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, prospectus or any amendment thereof or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading; provided, in light however, that such indemnity shall not inure to the benefit 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 circumstances in which they were made, not misleading, or any violation by the Company of, or 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 Section 20 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 Exchange Act) on account of any losslosses, claimclaims, damage, liability damages or action liabilities arising from the sale of the Registrable Securities if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission in the registration statement preliminary prospectus, or prospectus) which occurs such amendment or supplement, in reliance upon and in conformity with written information furnished expressly in writing to the Company by such selling holder of Registrable Securities or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in connection 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 such registration by or respect to the indemnification of the Holders of Registrable Securities, if requested. The indemnification obligation imposed on behalf of the Company under this Section 6(a) shall be in addition to any Holderliability which the Company may otherwise have.

Indemnification by Company. To the extent permitted by applicable lawIn connection with each Registration Statement relating to disposition of Registrable Securities, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, shall indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofof Registrable Securities and each Person, if any, and each Person who controls any such Holder or underwriter (within the meaning of Section 15 of the Securities Act (collectively, or Section 20 of the “Company Indemnified Parties”), Exchange Act) against any and all expenseslosses, claims, losses, damages, costs (including costs of preparation damages and reasonable attorney’s fees and any legal or other 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 (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or actions in respect thereof) arising proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, prospectus or any amendment thereof or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading; provided, in light 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 circumstances in which they were made, not misleading, or any violation by the Company of, or 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 Section 20 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 Exchange Act) on account of any losslosses, claimclaims, damage, liability damages or action liabilities arising from the sale of the Registrable Securities if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission in the registration statement preliminary prospectus, or prospectus) which occurs such amendment or supplement, in reliance upon and in conformity with written information furnished expressly in writing to the Company by such Holder or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in connection 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 such registration by or on behalf respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in addition to any Holderliability which the Company may otherwise have.

Indemnification by Company. To The Company agrees to indemnify and hold harmless each Indemnified Holder from and against all Claims arising out of or based upon any Misstatement or alleged Misstatement, except insofar as such Misstatement or alleged Misstatement was based upon information furnished in writing to the extent permitted Company by applicable lawsuch Indemnified Holder expressly for use in the document containing such Misstatement or alleged Misstatement. This indemnity shall not be exclusive and shall be in addition to any liability which the Company may otherwise have. The foregoing notwithstanding, the Company will, 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 respect or prior to any the delivery of written confirmation of the sale of Registrable Securities as giving rise to which registration such Claim and (ii) the Prospectus would have corrected such untrue statement or qualification omission. In addition, the Company shall not be liable to the extent that any such Claim arises out of or compliance under applicable “blue sky” laws has 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 effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder furnished by or any on behalf of the foregoing within the meaning of Section 15 Company with copies of the Securities ActProspectus 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 each underwriter thereofwho is asserting such Claim. The Company shall also indemnify underwriters, if anyselling 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 any such underwriter Persons (within the meaning of Section 15 of the Securities Act (collectively, or Section 20 of the “Company Indemnified Parties”), against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omissionExchange Act) to state therein a material fact required the same extent as provided above with respect to be stated therein or necessary to make the statements therein, in light indemnification of the circumstances in which they were made, not misleading, or any violation by the Company of, or 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 Indemnified Holders 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 for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any HolderRegistrable Securities.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct 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 any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationand (without limiting the preceding portions of this Section 3.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder expressly for use in connection with such registration by or on behalf of any such Holder.

Indemnification by Company. To The Company shall, without limitation as to time, indemnify and hold harmless, to the full extent permitted by applicable law, the Company willeach holder of Registrable Securities, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person person who controls any such underwriter holder (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 all losses, claims, damages, liabilities, costs (collectivelyincluding, the without limitation, all reasonable attorneys’ fees) and expenses (collectively “Company Indemnified PartiesLosses”), against all expensesas incurred, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, prospectus or any amendment or supplement thereto incident to any such registrationthereto, qualification or compliance arising out of or based on upon any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances in under which they were made, made (in the case of any Prospectus) not misleading, or any violation by except insofar as the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable same are based solely upon information furnished to the Company in connection with any by such registrationholder for use therein; provided, and however, that 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 for any such loss, claim, damage, liability or action to the extent that it any such Loss arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission made in any preliminary prospectus or alleged omission Prospectus if (i) such holder failed to send or deliver a copy of the Prospectus or Prospectus supplement with 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 shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the registration statement distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or prospectusSection 20 of the Exchange Act) which occurs in reliance upon and in conformity to the same extent as provided above with written information furnished expressly for use in connection with such registration by or on behalf respect to the indemnification of any Holderthe holders of Registrable Securities.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct 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 any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationand (without limiting the preceding portions of this Section 3.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

Indemnification by Company. To the extent permitted by applicable lawIn connection with each Registration -------------------------- Statement relating to disposition of Registrable Securities, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, shall indemnify and hold harmless each Holder, each Holder’s current and former its officers, directors, partners, members, managers, shareholders, accountants, attorneys, directors and agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofof Registrable Securities and each Person, if any, and each Person who controls any such Holder or underwriter (within the meaning of Section 15 of the Securities Act (collectively, or Section 20 of the “Company Indemnified Parties”), Exchange Act) against any and all expenseslosses, claims, losses, damages, costs (including costs of preparation damages and reasonable attorney’s fees and any legal or other 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 (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or actions in respect thereof) arising proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, prospectus or any amendment thereof or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading; provided, in light 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 circumstances in which they were made, not misleading, or any violation by the Company of, or 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 Section 20 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 Exchange Act) on account of any losslosses, claimclaims, damage, liability damages or action liabilities arising from the sale of the Registrable Securities if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission in the registration statement preliminary prospectus, or prospectus) which occurs such amendment or supplement, in reliance upon and in conformity with written information furnished expressly in writing to the Company by such Holder or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in connection 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 such registration by or on behalf respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in addition to any Holderliability which the Company may otherwise have.

Indemnification by Company. To The Company agrees to indemnify and hold -------------------------- harmless the extent permitted by applicable lawRepresentative and the other members of the Underwriting Group and each officer, the Company willdirector, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreementemployee, indemnify each Holderrepresentative, each Holder’s current and former officersagent, directorssurety, partners, members, managers, shareholders, accountants, attorneys, agents and employeesguarantor, and each Person controlling such Holder person who controls the Representative or any other member of the foregoing Underwriting Group within the meaning of Section 15 of the Securities Act, Act against any and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenseslosses, claims, lossesdamages or liabilities, damagesjoint or several, costs or litigation, arbitration or mediation proceedings (collectively referred to as "litigation"), including costs any and all awards or judgments rendered in connection therewith, to which they or any of preparation them may become subject under the Act or any other statute or at common law and reasonable attorney’s fees and to reimburse the persons indemnified for any legal or other fees or expenses actually (including the cost of any investigation and preparation) incurred by such party them in connection with any investigation litigation, whether or proceeding)not resulting in any liability, judgmentsbut only insofar as such losses, finesclaims, penaltiesdamages, charges, amounts paid liabilities and litigation (including awards and/or judgments in settlement and other liabilities, joint or several (or actions in respect thereofconnection therewith) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, the Registration Statement or any amendment thereto and the Prospectus and related exhibits included in the Registration Statement or supplement thereto incident any application or other document filed in order to any such registrationqualify the Shares under the blue sky or securities laws of the states where filings were made, qualification or compliance or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 in under which they were made, not misleading; provided, or any violation by however that the Company of, or 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 subsection 6.1 shall not apply to amounts paid 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 settlement respect of any losssuch losses, claimclaims, damagedamages, liability liabilities or action litigation arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such settlement 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 effected 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 (which does not consent to any such settlement, compromise or other disposition of any such litigation, the Company shall not be unreasonably withheld or delayed), nor shall liable for amounts paid in connection therewith. If the Company elects to direct such defense, the Company agrees to furnish to each indemnified member of the Underwriting Group at its request, copies of all pleadings therein and to apprise each indemnified member of the Underwriting Group of all developments therein, all at the Company's expense, and to permit the Representative and each indemnified member of the Underwriting Group to be liable to a Holder 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 a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holderan observer therein.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct or Section 20 of the Exchange 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 any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable and documented attorney’s fees and any legal or other 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationregistration or offering hereunder and (without limiting the preceding portions of this Section 3.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

Indemnification by Company. To the extent permitted by applicable lawIn connection with each Registration Statement relating to disposition of Registrable Securities, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, shall indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofof Registrable Securities and each Person, if any, and each Person who controls any such Holder or underwriter (within the meaning of Section 15 of the Securities Act (collectively, or Section 20 of the “Company Indemnified Parties”), Exchange Act) against any and all expenseslosses, claims, losses, damages, costs (including costs of preparation damages and reasonable attorney’s fees and any legal or other 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 (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or actions in respect thereof) arising proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, prospectus or any amendment thereof or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereinstatement therein not misleading; provided, in light 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 circumstances in which they were made, not misleading, or any violation by the Company of, or 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 Section 20 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 Exchange Act) on account of any losslosses, claimclaims, damage, liability damages or action liabilities arising from the sale of Registrable Securities if (a) such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission in the registration statement preliminary prospectus, or prospectus) which occurs such amendment or supplement, in reliance upon and in conformity with written information furnished expressly in writing to the Company by the Holder or 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 connection 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 such registration by or on behalf respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in addition to any Holderliability that the Company may otherwise have.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, shall indemnify and hold harmless each HolderLender, each Holder’s current LC Issuer and former officersAgent, and their respective directors, partners, members, managers, shareholders, accountants, attorneysofficers, agents and employees, employees from and each Person controlling such Holder or against any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, all claims and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenses, claimsdamages, losses, damagesliabilities, costs or expenses (including costs of preparation and reasonable attorney’s counsel fees and disbursements) that such Lender, such LC Issuer or Agent incurs (or that is claimed against such Lender, such LC Issuer, or Agent by any legal Person whatsoever) by reason of or other fees or expenses actually incurred by such party in connection with the issuance, signing, and delivery or transfer of or payment or failure to pay under any investigation Facility LC issued by it or proceeding)any actual or proposed use of any such Facility LC, judgmentsincluding, fineswithout limitation, penaltiesany claims, chargesdamages, amounts paid in settlement and other losses, liabilities, joint costs or several expenses (or actions in respect thereofincluding reasonable counsel fees and disbursements) arising out that such LC Issuer incurs by reason of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or 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 (i) the Company will reimburse each failure of the Company Indemnified Parties for any reasonable legal and any other expenses reasonably incurred in connection Lender to fulfill or comply with investigating, preparing or defending any its obligations to such claim, loss, damage, liability or action, as such expenses are incurred. The indemnity agreement contained LC Issuer under this Agreement (but nothing in this Section 4.1 shall not apply to amounts paid 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 settlement such Facility LC includes any successor by operation of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent law of the Company (which consent shall named beneficiary, but that Facility LC does not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in require that any drawing by any such case successor beneficiary be accompanied by a copy of a legal document, satisfactory to such LC Issuer, evidencing the appointment of such successor beneficiary; provided that Company is not required to indemnify any Lender, any LC Issuer, or Agent for any such lossclaims, claimdamages, damagelosses, liability liabilities, costs or action expenses to the extent that extent, but only to the extent, caused by (a) the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under any Facility LC issued by it arises out complied with the terms of such Facility LC or is based upon (b) such LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a violation or alleged violation request strictly complying with the terms and conditions of such Facility LC. Nothing in this Section 2.16 limits Company’s obligations under any state or federal law (including any claim arising out other provision of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holderthis Agreement.

Indemnification by Company. To The Company agrees to indemnify and hold harmless, to the full extent permitted by applicable law, the Company willeach holder of Registrable Securities, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents directors and employees, employees and each Person controlling person who controls such Holder or any of the foregoing holder (within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), ) against all expenseslosses, claims, losses, damages, costs (including costs of preparation liabilities and reasonable attorney’s fees and any legal or other fees or expenses actually incurred caused by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, prospectus or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, except insofar as the same are caused by or contained in any violation by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable information furnished in writing to the Company in connection with any by, or on behalf of, such registrationholder expressly for use therein; provided, and however, that 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 for to the extent that any such loss, claim, damage, liability or action to the extent that it expense arises out of or is based upon a violation an untrue statement or alleged violation untrue statement or omission or alleged omission made in 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 holder and (ii) the Prospectus corrected such untrue statement or omission; provided, further however, that the Company shall not be liable in any state such case to the extent that any such loss, claim, damage, liability or federal law (including any claim arising expense arises out of or is based on any upon an untrue statement or alleged untrue statement or omission or alleged omission in the registration Prospectus, if such untrue statement or prospectusalleged 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 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 distribution, their officers and directors and each person who controls such persons (within the meaning of the Securities Act) which occurs in reliance upon and in conformity to the same extent as provided above with written information furnished expressly for use in connection with such registration by or on behalf respect to the indemnification of any Holderthe holders of Registrable Securities, if requested.

Indemnification by Company. To The Company agrees to indemnify and hold harmless the extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, Underwriter and each Person controlling such Holder or any of person who controls the foregoing Underwriter within the meaning of Section 15 of the Securities Act, Act against any and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenseslosses, claims, lossesdamages or liabilities, damagesjoint or several, costs (including costs to which they or any of preparation them may become subject under the Act or any other statute or at common law and reasonable attorney’s fees and to reimburse persons indemnified as above for any legal or other fees or expenses actually (including the cost of any investigation and preparation) incurred by such party them in connection with any investigation litigation, whether or proceeding)not resulting in any liability, judgmentsbut only insofar as such losses, finesclaims, penaltiesdamages, charges, amounts paid in settlement liabilities and other liabilities, joint or several (or actions in respect thereof) arising litigation arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, the Registration Statement or any amendment thereto or supplement thereto incident any application or other document filed in order to any such registrationqualify the Shares under the Blue Sky or securities laws of the states where filings were made, qualification or compliance or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 in under which they were made, not misleading; provided, or any violation by however, that the Company of, or 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 9 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action such litigation if such settlement is settlements are effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed)Company, nor shall it apply to the Underwriter or any person controlling the Underwriter in respect of any such losses, claims, damages, liabilities, or actions arising out of or based upon any such untrue statements 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 Underwriter and furnished in writing to the Company be liable to a Holder by the Underwriter specifically for use in connection with the preparation of the Registration Statement and Prospectus or any such case for amendment or supplement thereto. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the Underwriters. The Underwriter agrees within ten days after the receipt by it of written notice of the commencement of any action against them or against any person controlling them as aforesaid, in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this Section 9 to notify the Company in writing of the commencement thereof. The failure of the Underwriter so to notify the Company of any such lossaction shall relieve the Company from any liability which it may have to the Underwriters or any person controlling them as aforesaid on account of the indemnity agreement contained in this Section 9, claimbut shall not relieve the Company from any other liability which it may have to the Underwriters or such controlling person. In case any such action shall be brought against the Underwriters or any such controlling person and the Underwriters shall notify the Company of the commencement thereof, damagethe Company shall be entitled to participate in (and, liability or action to the extent that it arises out shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the Underwriter or is based upon a violation such controlling person or alleged violation persons, defendant or defendants in such litigation. The Company agrees to notify the Underwriter promptly of commencement of any state litigation or federal law (including proceedings against it or any claim arising out of its officers or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) directors, of which occurs in reliance upon and in conformity with written information furnished expressly for use it may be advised, in connection with such registration by or on behalf the issue and sale of any Holderof its securities and to furnish to the Underwriter, at its request, copies of all pleadings therein and permit the Underwriter to be an observer therein and apprise the Underwriter of all developments therein, all at the Company's expense. Provided, however, that in no event shall the indemnification agreement contained in this Section 9 inure to the benefit of any Underwriter (or any person controlling such Underwriter) on account of any losses, claims, damages, liabilities or actions arising from the sale of the Units based upon any misstatement of a material fact or omission to state a material fact in any information included in the Registration Statement furnished by the Underwriter and pertaining to the Underwriter.

Indemnification by Company. To the extent permitted by applicable lawLaw, the Company will, with respect to 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 this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct and such Holder’s current and former officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees, and each underwriter Underwriter thereof, if any, and each Person who controls any such underwriter Underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) (collectively, “Losses”), to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registration, 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.09, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law Law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus (including a prospectus supplement), or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct 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 any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectusprospectus (or prospectus supplement), preliminary prospectusprospectus (or prospectus supplement), offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act), “road show” presentation or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationand (without limiting the preceding portions of this Section 3.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder expressly for use in connection with such registration by or on behalf of any such Holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus (including a prospectus supplement), or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct 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 any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectusprospectus (or prospectus supplement), preliminary prospectusprospectus (or prospectus supplement), offering circular circular, Issuer Free Writing Prospectus, “road show” presentation or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or 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 and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that (a) it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder expressly for use in connection with such registration by any such Holder, or (b) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and such Hxxxxx failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any Holdersuch loss, claim, damage or liability in any case in which such delivery is required by the Securities Act.

Indemnification by Company. To the extent permitted by applicable law, the The Company will, with respect agrees to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, Underwriter and each Person controlling such Holder or person, if any, who controls any of the foregoing Underwriter within the meaning of Section 15 of the Securities ActAct as follows: (i) against any and all loss, liability, claim, damage and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) expense whatsoever arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementa preliminary prospectus relating to the Bonds, prospectusif any, preliminary prospectusincluding all documents then incorporated by reference therein pursuant to Item 12 of Form S-3, offering circular in the Incorporated Documents, in the Registration Statement or other documentthe Prospectus, or in the Registration Statement or the Prospectus as amended or supplemented (if any amendment amendments or supplement supplements thereto incident to any such registrationshall have been made), qualification or compliance or based on any the omission (or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable to the Company in connection with any misleading unless 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 for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or omission or such alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs was made in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use in connection with the Registration Statement or the Prospectus (or any amendment or supplement to either thereof) or arising out of, or based upon, statements in or omissions from any of the Statements of Eligibility; provided, however, any such registration by indemnity for a preliminary prospectus relating to the Bonds, if any, or on behalf the Prospectus shall not inure to the benefit of any HolderUnderwriter (or of any person controlling such Underwriter) on account of any loss, liability, claim, damage or expense arising from the sale of the Bonds to any person if the Prospectus or any amendments or supplements to the Prospectus shall have been furnished to any Underwriter on a timely basis and in such quantities to permit such Underwriter to send or give to such person and it shall be established that such Underwriter shall have failed to send or give to such person (i) with or prior to the written confirmation of such sale, a copy of the Prospectus or such amendment or supplement, except the Incorporated Documents, and the untrue statement or omission of a material fact contained in such preliminary prospectus or the Prospectus and giving rise to such loss, liability, claim, damage or expense was corrected in the Prospectus or such amendment or supplement or (ii) with or prior to the delivery of the Bonds to such person, a copy of such amendment or supplement to the Prospectus that shall have been furnished subsequent to such written confirmation and prior to such delivery, except the Incorporated Documents, and the untrue statement or omission of a material fact contained in the Prospectus and giving rise to such loss, liability, claim, damage or expense was corrected in such amendment or supplement; (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above.

Indemnification by Company. To the fullest extent permitted by applicable law, Southwest will indemnify and hold harmless each Holder of Registrable Common that is included in a registration statement under the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to provisions of this Agreement, indemnify each Holder, each the Holder’s current and former directors, officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents shareholders and employees, legal counsel and any underwriter (as defined in the Securities Act) for the Holder and each Person controlling such Person, if any, who controls the Holder or any of the foregoing underwriter within the meaning of Section 15 of the Securities Act, from and each underwriter thereof, if anyagainst, and each will reimburse the Holder and the underwriter and controlling Person who controls with respect to, any such underwriter within the meaning of Section 15 of the Securities Act and all loss, damage, claims or liability (collectively, the “Company Indemnified PartiesLosses”), against all expensesjoint or several, claimsto which any of them may become subject under the Securities Act, lossesstate securities laws or otherwise, damagesand Southwest will pay to each Holder, costs (including costs of preparation and reasonable attorney’s fees and director, officer, partner, shareholder, legal counsel, underwriter or controlling person any legal or other fees costs or expenses actually reasonably incurred by such party that person in connection with investigating or defending any investigation or proceeding)Loss, judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of or based on insofar as the Losses are caused by any untrue statement (or alleged untrue statement) statement of a any material fact contained in any the registration statement, prospectus, preliminary prospectus, offering circular or other document, any prospectus in the registration statement or any amendment or supplement thereto incident to any such registrationthe registration statement, qualification or compliance arise out of or are based on any upon the omission (or the alleged omission) omission to state therein in the registration statement a material fact required to be stated therein in the registration statement or necessary to make the statements thereinin the registration statement, in light of the circumstances in which they were made, not misleading; provided, however, that Southwest will not be liable to the extent that any Loss arises out of or any violation is based upon an untrue statement or omission so made in conformity with information furnished by the Company ofHolder, director, officer, partner, shareholder, legal counsel, underwriter or any rule or regulation promulgated undercontrolling Person; provided further, however, that 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 7.1 will not apply to amounts paid in settlement of any loss, claim, damage, liability or action Loss if such the settlement is effected without the prior written consent of the Company (Southwest, which consent shall Southwest will not be unreasonably withheld or delayed)withhold unreasonably. With respect to any preliminary prospectus, nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action foregoing indemnity obligation will not inure to the extent that it arises out of or is based upon a violation or alleged violation benefit of any state 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 federal law (including any claim arising out supplemented if amendments or supplements have been furnished to the Holder before the confirmation of the sale involved) was not sent or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration given by or on behalf of any Holderthe 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 of a material fact in the preliminary prospectus from which the Loss arose was corrected in the prospectus (as amended or supplemented if the amendments or supplements have been furnished as aforesaid).

Indemnification by Company. To In the event of any registration of any Registrable Securities under the Securities Act, the Company hereby agrees to indemnify, to the fullest extent permitted by applicable law, and hold harmless each seller of the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreementhereby, indemnify each Holder, each Holder’s current and former its officers, directors, employees, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if anyagents, and each Person who controls any such underwriter (within the meaning of Section 15 of the Securities Act (collectivelyor Section 20 of the Exchange Act and the rules and regulations promulgated thereunder) such holder or acts on behalf of such holder, and each other Person who participates as an underwriter in the “Company Indemnified Parties”)offering or sale of such Registrable Securities, against all expenseslosses, claims, damages, liabilities and expenses (including attorneys fees) in connection with defending against any such losses, damagesclaims, costs (including costs of preparation damages and reasonable attorney’s fees and any legal liabilities or other fees or expenses actually incurred by such party in connection with any investigation or proceeding)inquiry, judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of each case caused by or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement in which such Registrable securities are registered under the Securities Act, prospectus, Prospectus or preliminary prospectus, offering circular or other documentprospectus contained therein, or any amendment thereof or supplement thereto incident to any such registrationthereto, qualification or compliance or based on any omission (or alleged omission) to state therein omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by the Company of, or 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 such indemnified person for any reasonable legal and or any other expenses reasonably incurred by them or any of them in connection with investigating, preparing investigating 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 claim (or action if such settlement is effected without the prior written consent of or proceeding in respect thereof); provided, that the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it (i) same arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission made in the registration statement such Registration Statement, any such Prospectus or preliminary prospectus) which occurs , or in any amendment or supplement thereto in reliance upon on and in conformity with written information furnished expressly to the Company by such holder of Registrable Securities specifically stating that it is for use in the preparation thereof, (ii) such holder or any underwriter or selling agents failed to deliver a copy of the Prospectus or any amendments or supplements thereto to the Person asserting such loss, claim, damage, liability, or expense if the Company had furnished such holder with a reasonably sufficient number of copies of the same, or (iii) such holder has violated the provisions of Section 5.2 hereof. In connection with an underwritten offering, the Company will indemnify such registration underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a holder or any Holdersuch underwriter and shall survive the transfer of the Registrable Securities by a holder.

Indemnification by Company. To The Company agrees to indemnify and hold harmless, to the full extent permitted by applicable law, the Company willeach holder of Registrable Securities, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents directors and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, employees and each Person who controls any such underwriter holder (within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), Act) against all expenseslosses, claims, losses, damages, costs (including costs of preparation liabilities and reasonable attorney’s fees and any legal or other fees or expenses actually incurred caused by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, Prospectus or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, except insofar as the same are caused by or contained in any violation by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable information furnished in writing to the Company in connection with any by such registrationholder expressly for use therein; PROVIDED, and HOWEVER, that 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 for to the extent that any such loss, claim, damage, liability or action to the extent that it expense arises out of or is based upon a violation an untrue statement or alleged violation untrue statement or omission or alleged omission made in 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 had furnished such 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 state such case to the extent that any such loss, claim, damage, liability or federal law (including any claim arising expense arises out of or is based on any upon an untrue statement or alleged untrue statement or omission or alleged omission in the registration Prospectus, if such untrue statement or prospectusalleged 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 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 distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) which occurs in reliance upon and in conformity to the same extent as provided above with written information furnished expressly for use in connection with such registration by or on behalf respect to the indemnification of any Holderthe holders of Registrable Securities, if requested.

Indemnification by Company. To The Company agrees to indemnify and hold harmless, to the fullest extent permitted by applicable law, each Participating Holder or Piggyback Holder as the Company willcase may be, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former such holder's officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents partners and employees, employees and each Person controlling person who controls such Holder or any of the foregoing holder (within the meaning of Section 15 of the Securities Act, 0000 Xxx) and each underwriter thereofunderwriter, if any, any (including any broker or dealer which may be deemed an underwriter) and each Person person who controls any such underwriter within the meaning of Section 15 of the Registrable Securities Act (collectively, the “Company Indemnified Parties”), against all expenseslosses, claims, lossesdamages, damagesliabilities, costs (including costs of preparation and including, without limitation, reasonable attorney’s fees 's fees) and any legal or other fees or expenses actually incurred caused by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereofi) arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or any preliminary prospectus, offering circular or other document, prospectus or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, except 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 ofof any federal, state or any common law, rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable to the Company in connection with any such registrationRegistration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and the Company will reimburse shall reimburse, as incurred, each of the Company Indemnified Parties foregoing persons for any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurredclaims. 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 foregoing is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action subject to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on condition that, insofar as the foregoing indemnities relate to any untrue statement or statement, alleged untrue statement or statement, omission or alleged omission made in any preliminary prospectus or Prospectus which is eliminated or remedied in any Prospectus or amendment or supplement thereto, the registration above indemnity 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 of such indemnified party with respect to such statement or prospectusomission. Indemnity under this Section 4(a) which occurs shall remain in reliance upon full force and in conformity with written information furnished expressly for use in connection with such registration effect regardless of any investigation made by or on behalf of any Holderindemnified party and shall survive the permitted transfer of the Registrable Securities.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct 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 any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable and documented attorney’s fees and any legal or other 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationregistration or offering hereunder and (without limiting the preceding portions of this Section 3.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld withheld, conditioned or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a Registration Statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct 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 any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus, preliminary prospectus, offering circular circular, “Issuer Free Writing Prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such Registration Statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationand (without limiting the preceding portions of this Section 3.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld withheld, conditioned or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement Registration Statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

Indemnification by Company. To The Company agrees to indemnify and hold harmless, to the full extent permitted by applicable law, the Company willeach Holder of Registrable Securities, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreementits Affiliates and their respective partners, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents employees and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, advisors and each Person who controls any such underwriter (within the meaning of Section 15 of the Securities Act (collectively, or the “Company Indemnified Parties”), Exchange Act) such Persons from and against any and all expenseslosses, claims, losses, damages, costs liabilities, judgments (including costs of preparation or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and reasonable attorney’s fees and any legal or other 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 liabilitiesexpenses, joint or several (or actions in respect thereofincluding reasonable costs of investigation and legal expenses) (each, a "Loss" and collectively "Losses") arising out of or based on upon (A) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectusRegistration Statement under which such Registrable Securities were Registered under the Securities Act (including any final, preliminary prospectus, offering circular or other document, summary Prospectus contained therein or any amendment thereof or supplement thereto incident to or any such registrationdocuments incorporated by reference therein), qualification or compliance or based on (B) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (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; provided that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such 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, or in any violation by such case made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Company ofby such 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 rule or regulation promulgated underother Person, if any, who controls such Underwriter within the meaning of 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 for any such loss, claim, damage, liability or action to the extent that it arises any such Losses arise out of such Person's failure to send or is based upon give a violation copy of the final Offering Document, as the same may be then supplemented or alleged violation amended, within the time required by the Securities Act or other applicable foreign securities Laws to the Person asserting the existence of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission in at or prior to the registration written confirmation of the sale of Registrable Securities to such Person if such statement or prospectus) which occurs omission was corrected in reliance upon such final Offering Document. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and in conformity with written information furnished expressly for use in connection with such registration 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. To In the extent permitted by applicable law, the Company will, with respect to event of any registration of Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected the Securities Act pursuant to this Agreement, the Company shall indemnify each Holderand hold harmless the Holder of such Registrable Securities, each Holder’s current and former its officers, directors, partners, memberslegal counsel, managers, shareholders, accountants, attorneys, agents and employees, each other person (including each underwriter) who participated in the offering of such Registrable Securities and each Person controlling other person, if any, who controls such Holder or any of the foregoing such participating person within the meaning of Section 15 of the Securities Act, and each underwriter thereofagainst any expenses, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenseslosses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal damages or other 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 several, to which such Holder, officer, director, partner, legal counsel, or any such participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based on upon (i) any alleged untrue statement (or alleged untrue statement) of a any material fact contained contained, on the effective date thereof, in any registration statementstatement under which such securities were registered under the Securities Act, prospectus, any preliminary prospectus, offering circular prospectus or other documentfinal prospectus contained therein, or any amendment or supplement thereto incident to thereto, (ii) any such registration, qualification or compliance or based on any alleged omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, misleading or (iii) any violation by the Company of, of the Securities Act or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and the Company will shall reimburse each of the Company Indemnified Parties such Holder, officer, director, partner, legal counsel or such participating person or controlling person for any reasonable legal and 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, preparing investigating and defending or defending settling any such claimexpense, 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 action; provided, however, that 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 to the extent that any such loss, claim, damage, damage or liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement omission made in such registration statement, preliminary prospectus, prospectus or omission amendment or alleged omission in the registration statement or prospectus) which occurs supplement in reliance upon and in conformity with written information furnished expressly for use in connection with writing to the Company by such registration Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder or such participating person or controlling person, and shall survive the transfer of such securities by such Holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any will indemnify and hold harmless each Holder of Registrable Securities as to Common which are included in a registration or qualification or compliance under applicable “blue sky” laws has been effected statement pursuant to this Agreementthe provisions hereof, indemnify each Holderits directors, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents shareholders and employees, legal counsel and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of underwriter (as defined in the Securities Act, ) for such Holder and each underwriter thereofPerson, if any, and each Person who controls any such Holder or such underwriter within the meaning of Section 15 of the Securities Act Act, from and against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all loss, damage, claims or liability (collectively, the “Company Indemnified PartiesLosses”), against all expensesjoint or several, claimsto which any of them may become subject under the Securities Act, lossesstate securities laws or otherwise, damagesand the Company will pay to each such Holder, costs (including costs of preparation and reasonable attorney’s fees and director, officer, partner, shareholder, legal counsel, underwriter or controlling person any legal or other fees costs or expenses actually reasonably incurred by such party person in connection with investigating or defending any investigation or proceeding)such Loss, judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of or based on insofar as such Losses are caused by any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statement, prospectus, preliminary prospectus, offering circular or other document, any prospectus contained therein or any amendment or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on any upon the omission (or the alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, or any violation by the Company ofhowever, or 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 that the Company will reimburse each of the Company Indemnified Parties for any reasonable legal and any other expenses reasonably incurred not be liable in connection with investigating, preparing or defending any such claimcase to the extent that any such Loss arises out of or is based upon an untrue statement or omission so made in conformity with information furnished by such Holder, lossdirector, damageofficer, liability partner, shareholder, legal counsel, such underwriter or actionsuch controlling Person; provided further, as such expenses are incurred. The however, that the indemnity agreement contained in this Section 4.1 7.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action such Loss if such settlement is effected without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld or delayed)withheld, nor and that the foregoing indemnity obligation with respect to any preliminary prospectus shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action not inure to the extent that it arises out of or is based upon a violation or alleged violation benefit of any state 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 federal law (including any claim arising out 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 based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration given by or on behalf of any Holdersuch 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 of a material fact contained in such preliminary prospectus from which such Loss arose was corrected in the prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid).

Indemnification by Company. To The Company agrees to indemnify, defend and hold harmless the extent permitted by applicable lawPlacement Agent, the Company willits agents, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partnersmanagers, members, managersrepresentatives, shareholdersguarantors, accountants, attorneys, agents and employees, sureties and each Person controlling such Holder or any of person who controls the foregoing Placement Agent within the meaning of either Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Act or Section 15 20 of the Securities Exchange Act of 1934 (collectively, the “Company "Indemnified Parties”), Persons") from and against any and all expenseslosses, claims, losses, damages, costs liabilities or expenses, joint or several, (including costs 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 they or any of preparation them may incur under the Act, or any state securities law and reasonable attorney’s fees 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 any legal or other fees or expenses actually expense (including the cost of any investigation and preparation) incurred by such party any of them in connection with any investigation litigation, whether or proceeding)not resulting in any liability, judgmentsbut only insofar as such losses, finesclaims, penaltiesdamages, charges, amounts paid in settlement liabilities and other liabilities, joint or several (or actions in respect thereof) arising expenses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, the Memorandum or any amendment or supplement thereto incident or any authorized sales literature or any application or other document filed with the Commission or in any state or other jurisdiction in order to any such registrationqualify the Units under the securities laws thereof, qualification or compliance or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, all as of the date of the Memorandum or any violation by such amendment or supplement, as the Company ofcase may be, or any rule untrue statement or regulation promulgated underalleged untrue statement of a material fact contained in the Memorandum (as amended or supplemented) or other document, or the Securities Act, Exchange failure to comply with the security registration requirement of the Act or any applicable state securities laws applicable to law; provided, however, that 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 7.01 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action such litigation if such settlement is settlements are effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed)Company, nor shall the Company be liable it apply to a Holder any Indemnified Persons in respect of any such case for any such losslosses, claimclaims, damagedamages, liability liabilities or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim actions arising out of or based on upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission or alleged omission in the registration statement or prospectus) which occurs was made in reliance upon and in conformity with written information furnished expressly in writing to the Company by such Indemnified Persons specifically for use in connection with the preparation of the Memorandum or any such registration by amendment or on behalf of supplement thereto. This indemnity agreement is in addition to any Holderother liability which the Company may otherwise have to the Indemnified Persons.

Indemnification by Company. To the extent permitted by applicable law(a) The Company agrees to indemnify and hold harmless Purchaser, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesits Affiliates, and each Person controlling such Holder Person, if any, who controls Purchaser, or any of the foregoing its Affiliates, within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act or the Exchange Act (each, a “Controlling Person”), and the respective partners, agents, employees, officers and Directors of Purchaser, their Affiliates and any such Controlling Person (each an “Indemnified Party”) and collectively, the “Company Indemnified Parties”), from and against any and all expenseslosses, claims, losses, damages, costs liabilities and expenses (including including, without limitation and as incurred, reasonable costs of preparation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or 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 claim or action, as whether or not such Indemnified Party is a party thereto, provided that the Company shall not be obligated to advance such costs to any Indemnified Party other than Purchaser unless it has received from such Indemnified Party an undertaking to repay to the Company the costs so advanced if it should be determined by final judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder with respect to such costs) which may be incurred by such Indemnified Party in connection with any investigative, administrative or judicial proceeding brought or threatened that relates to or arises out of, or is in connection with any activities contemplated by any Transaction Agreement or any other services rendered in connection herewith; provided that the Company will not be responsible for any claims, liabilities, losses, damages or expenses that are incurreddetermined by final judgment of a court of competent jurisdiction to result from such Indemnified Party’s gross negligence, willful misconduct or bad faith. (b) If any action shall be brought against an Indemnified Party with respect to which indemnity may be sought against the Company under this Agreement, such Indemnified Party shall promptly notify the Company in writing and the Company, at its option, may, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party and payment of all reasonable fees and expenses. The indemnity agreement contained in this Section 4.1 failure to so notify the Company shall not apply affect any obligations the Company may have to amounts paid such Indemnified Party under this Agreement or otherwise unless the Company is materially adversely affected by such failure. Such Indemnified Party shall have the right to employ separate counsel in such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the Company has failed to assume the defense and employ counsel or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party and the Company, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company, in which case, if such Indemnified Party 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 Party, provided, 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 responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel, which counsel shall be designated by Purchaser. The Company shall not be liable for any settlement of any loss, claim, damage, liability or such 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 withheld) and the Company be liable agrees to a Holder indemnify and hold harmless each Indemnified Party from and against any loss or liability by reason of settlement of any action effected with the consent of the Company. In addition, the Company will not, without the prior written consent of Purchaser, settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any such case for any such losspending or threatened action, claim, damagesuit or proceeding in respect to which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes an express unconditional release of Purchaser and the other Indemnified Parties, satisfactory in form and substance to Purchaser, from all liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of such action, claim, suit or based proceeding. (c) If for any reason the foregoing indemnity is unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then in lieu of indemnifying such Indemnified Party, the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such claims, liabilities, losses, damages, or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by Purchaser on the other from the transactions contemplated by this Agreement or (ii) if the allocation provided by clause (i) is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and Purchaser on the other, but also the relative fault of the Company and Purchaser as well as any other relevant equitable considerations. Notwithstanding the provisions of this Section 13.3, the aggregate contribution of all Indemnified Parties shall not exceed the amount of interest and fees actually received by Purchaser pursuant to this Agreement. It is hereby further agreed that the relative benefits to the Company on the one hand and Purchaser on the other with respect to the transactions contemplated hereby shall be determined by reference to, among other things, whether any untrue statement or alleged untrue statement of material fact or the omission or alleged omission in to state a material fact related to information supplied by the registration Company or by Purchaser and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or prospectusomission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) which occurs of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (d) The indemnification, contribution and expense reimbursement obligations set forth in reliance upon this Section 13.3 (i) shall be in addition to any liability the Company may have to any Indemnified Party at common law or otherwise; (ii) shall survive the termination of this Agreement and the other Transaction Agreements and the payment in full of the Convertible Note and (iii) shall remain operative and in conformity with written information furnished expressly for use in connection with such registration full force and effect regardless of any investigation made by or on behalf of Purchaser or any Holderother Indemnified Party.

Indemnification by Company. To Company agrees to indemnify and hold harmless to the fullest extent permitted by applicable law, the Company will, with respect to any law each Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each HolderSecurityholder, each Holderof such Registrable Securityholder’s current and former respective officers, employees, affiliates, directors, partners, members, managers, shareholders, accountants, attorneys, agents attorneys and employeesagents, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofperson, if any, and each Person who controls any such underwriter a Registrable Securityholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (collectivelyeach, the a “Company Registrable Securityholder Indemnified PartiesParty”), from and against all any expenses, losses, judgments, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal liabilities or other fees or expenses actually incurred by such party in connection with any investigation or proceeding)actions, judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, whether joint or several (or actions in respect thereof) several, arising out of or based on upon any untrue statement (or alleged allegedly untrue statement) statement of a material fact contained in the Registration Statement, any registration statement, prospectus, preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained in the Registration Statement, or any amendment or supplement thereto incident to any such registrationthe Registration Statement, qualification or compliance arising out of or based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation or alleged violation by Company of the Company ofSecurities Act, the Exchange Act or other applicable federal, state, “blue sky” or common law or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws thereunder applicable to the Company and relating to action or inaction required of Company in connection with any such registration, and the Registration Statement. Company will shall promptly reimburse each of the Company Registrable Securityholder Indemnified Parties Party for any reasonable legal and any other expenses reasonably incurred by such Registrable Securityholder Indemnified Party in connection with investigating, preparing or investigating and defending any such claimexpense, loss, judgment, claim, damage, liability or action; provided, as however, that Company will not be liable to any Registrable Securityholder Indemnified Party in any such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply case to amounts paid in settlement of the extent that any such expense, loss, judgment, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged allegedly untrue statement or omission or alleged omission made in the registration statement Registration Statement, any preliminary prospectus, final prospectus, or summary prospectus) which occurs , or any such amendment or supplement, in reliance upon and in conformity with written information furnished to Company, in writing, by such Registrable Securityholder Indemnified Party expressly for use in connection with such registration by or on behalf of any Holdertherein.

Indemnification by Company. To the extent permitted by applicable law, the The Company will, with respect agrees to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, Underwriter and each Person controlling such Holder or person, if any, who controls any of the foregoing Underwriter within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Act or Section 15 20 of the Securities Exchange Act of 1934 (collectively, the “Company Indemnified Parties”), "Exchange Act") against all expensesany losses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal damages or other 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 several, to which such Underwriter or such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based on upon: (a) any untrue statement (or alleged untrue statementstatement made by the Company in Section 2 of this Agreement; (b) any untrue statement or alleged untrue statement of a any material fact contained in (i) the Registration Statement or any registration statementamendment thereto or any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, prospectus, preliminary prospectus, offering circular or (ii) any application or other document, or any amendment or supplement thereto incident thereto, executed by the Company and based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission or any such registration, qualification securities association or compliance or based on any securities exchange (each an "Application"); or (c) the omission (or alleged omission) omission to state therein in the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances in which they were are made, not misleadingand will reimburse, or any violation by the Company ofas incurred, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable to the Company in connection with any each Underwriter and each such registration, and the Company will reimburse each of the Company Indemnified Parties controlling person for any reasonable legal and any or other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating, preparing defending against or defending any such claim, loss, damage, liability or action, appearing as such expenses are incurred. The indemnity agreement contained a third-party witness in this Section 4.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for connection with any such loss, claim, damage, liability or action action; provided, however, that the Company will not be liable in any such case to the extent that it any such loss, claim, damage or liability arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission made in the such registration statement or prospectus) which occurs any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application in reliance upon and in conformity with written information furnished expressly to the Company by any Underwriter through the Representatives specifically for use therein; and provided further, that the Company will not be liable to any Underwriter or any person controlling such Underwriter with respect to any such untrue statement or omission made in connection any Preliminary Prospectus that is corrected in the Prospectus (or any amendment or supplement thereto) if the person asserting any such loss, claim, damage or liability purchased Shares from such Underwriter but was not sent or given a copy of the Prospectus (as amended or supplemented), other than the documents incorporated by reference therein at or prior to the written confirmation of the sale of such Shares to such person in any case where such delivery of the Prospectus (as amended or supplemented) is required by the Act, unless such failure to deliver the Prospectus (as amended or supplemented) was a result of noncompliance by the Company with such registration by Section 5.5 of this Agreement. This indemnity agreement will be in addition to any liability which the Company may otherwise have. The Company will not, without the prior written consent of each Underwriter, settle or on behalf compromise or consent to the entry of any Holderjudgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not such Underwriter or any person who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of such Underwriter and each such controlling person from all liability arising out of such claim, action, suit or proceeding.

Indemnification by Company. To the extent permitted by applicable lawThe Company shall indemnify, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employeesdefend, and each Person controlling such Holder or any of hold harmless the foregoing within the meaning of Section 15 of the Securities Act, Investor and its Affiliates and each underwriter thereof, if any, and each Person other person who controls any such underwriter the Investor and its Affiliates within the meaning of Section 15 of the Securities Act (collectively, the “Company "Indemnified Parties”), ") against all expenseslosses, claims, losses, damages, costs liabilities and expenses (including costs including, without limitation, reasonable fees of preparation and reasonable attorney’s fees counsel and any legal or other 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 effected with the Company's consent), to which any such Indemnified Party may become subject under the Securities Act, the Exchange Act, at common law, or otherwise, insofar as such losses, claims, damages, liabilities, joint or several expenses (or actions action or proceedings, whether commenced or threatened, in respect thereof) arising out of or based on result from (1) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular the Registration Statement or other document, the Proxy Statement or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the SEC 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 in order to make the statements therein, in light of the circumstances in under which they were made, not misleading, or (3) any violation by the Company ofof any federal, state or any common law rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable to the Company and relating to action or inaction by the Company in connection with any the Registration Statement, the Proxy Statement or the Rights Offering; and in each such registrationcase, and the Company will shall reimburse each of the Company Indemnified Parties Party for any reasonable legal and any or other expenses reasonably incurred by any of them in connection with investigating, preparing investigating 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 liability, expense, action or action if such settlement is effected without the prior written consent of proceeding; provided, however, that the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder any Indemnified Party in any such case for to the extent, but only to the extent, that any such loss, claim, damage, liability or expense (or action to the extent that it or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission made in the registration statement Registration Statement or in any preliminary, final or summary prospectus) which occurs , or the Proxy Statement in reliance upon and in conformity with written information furnished expressly for use in connection with such registration to the Company by or on behalf of any HolderIndemnified Party for use in the preparation thereof. Such indemnity and reimbursement of expenses and other obligations shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Parties and shall survive the transfer of such securities by the Indemnified Parties.

Indemnification by Company. To The Company agrees to indemnify and hold harmless, to the full extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter Holder (within the meaning of Section 15 of the Securities Act Act), and each of their respective partners, members, officers, directors, employees and agents (collectively, the “"Company Indemnified Parties”Persons"), against any and all expenseslosses, claims, losses, damages, liabilities, reasonable attorneys fees, costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by and costs and expenses of investigating and defending any such party in connection with any investigation or proceedingclaim (collectively, "Damages"), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several several, and any action in respect thereof to which any such Company Indemnified Person may become subject under the Securities Act or otherwise, insofar as such Damages (or actions proceedings in respect thereof) arising arise out of of, or are based on upon, any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, Prospectus or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, except insofar as the same are caused by or contained in any violation by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable information furnished in writing to the Company in connection with any by such registrationHolder expressly for use therein, and the Company will shall promptly reimburse each of the Company Indemnified Parties Person for any reasonable legal and any other expenses reasonably incurred by that Company Indemnified Person in connection with investigating, preparing investigating or defending or preparing to defend against any such claimDamages or proceedings; provided, losshowever, 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 that 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 to the extent that any such Damages arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in 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 action expense after the Company had timely furnished such 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 Company shall not be liable in any such case to the extent that it arises any such Damages arise out of or is are based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission in the registration Prospectus, if (x) such offering does not involve an underwriter, (y) such untrue statement or prospectusalleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and (z) which occurs 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 or expense after the Company had 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 reliance upon the distribution, their officers and in conformity directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with written information furnished expressly for use in connection with such registration by or on behalf respect to the indemnification of any Holderthe Holders.

Indemnification by Company. To The Company agrees to indemnify and hold harmless, to the full extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents directors and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, employees and each Person who controls any such underwriter Holder (within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), Act) against all expenseslosses, claims, lossescosts, damages, costs liabilities and expenses (including reasonable costs of preparation investigation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereofexpenses) arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, Prospectus or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, except insofar as the same arise out of or are based upon any violation by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable information furnished in writing to the Company in connection with by any such registrationHolder expressly for use therein; provided, and however, that 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 for to the extent that any such loss, claim, damage, liability or action to the extent that it expense arises out of or is based upon a violation an untrue statement or alleged violation untrue statement or omission or alleged omission made in any such preliminary Prospectus or included in 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 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 and (ii) the Prospectus corrected such untrue statement or omission; and provided, further, however, that the Company shall not be liable in any state such case to the extent that any such loss, claim, cost, damage, liability or federal law (including any claim arising expense arises out of or is based on any upon an untrue statement or alleged untrue statement or omission or alleged omission in the registration Prospectus, if such untrue statement or prospectus) which occurs alleged untrue statement, omission or alleged omission is corrected in reliance upon an amendment or supplement to the Prospectus and in conformity the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with written information the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Company had furnished expressly for use in connection such Holder with such registration by or on behalf a sufficient number of any Holdercopies of the same.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a Registration Statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct 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 any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statementRegistration Statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such Registration Statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationand (without limiting the preceding portions of this Section 3.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement 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 Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holdertherein.

Indemnification by Company. To The Company shall indemnify and hold harmless the extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents employees and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, Agents and each Person who controls any such underwriter Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company each such person being sometimes hereinafter referred to as an "Indemnified Parties”), Holder") from and against all expenseslosses, claims, losses, damages, costs liabilities and expenses (including reasonable costs of preparation investigation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereofexpenses) arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular Registration Statement or other document, Prospectus or in any amendment or supplement thereto incident to or in any such registrationpreliminary prospectus, qualification or compliance arising out of or based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any violation by the Company of, such untrue statement or any rule omission or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable allegation thereof based upon information furnished in writing to the Company in connection with any by such registrationHolder specifically for use therein; provided, and that 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 for to the extent that any such loss, claim, damage, liability or action to the extent that it expense arises out of or is based upon a violation an untrue statement or alleged violation untrue statement or omission or alleged omission made in 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 state such case to the extent that any such loss, claim, damage, liability or federal law (including any claim arising expense arises out of or is based on any upon an untrue statement or alleged untrue statement or omission or alleged omission in the registration Prospectus, if such untrue statement or prospectus) which occurs alleged untrue statement, omission or alleged omission is completely corrected in reliance upon an amendment or supplement to the Prospectus and in conformity with written information if, having previously been furnished expressly for use in connection with such registration 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 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 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 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 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 settlement or judgment.

Indemnification by Company. To The Company shall indemnify the extent permitted by applicable lawHolder(s) of the Warrant Shares to be sold pursuant to any registration statement hereunder, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify officers and directors of each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, Holder and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofperson, if any, and each Person who controls any such underwriter Holders within the meaning of Section 15 of the Securities Act (collectivelyor Section 20(a) of the Exchange Act, the “Company Indemnified Parties”)or any state securities law or regulation, against all expensesloss, claimsclaim, lossesdamage, damages, costs expense or liability (including costs of preparation and all reasonable attorney’s attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any legal or other fees or expenses actually claim whatsoever incurred by such the indemnified party in connection with any investigation action or proceeding)proceeding between the indemnitor and indemnified party or between the indemnified party and any third party or otherwise) to which any of them may become subject under the Securities Act, judgments, fines, penalties, charges, amounts paid in settlement and the Exchange Act or any other liabilities, joint statute or several (at common law or actions in respect thereof) otherwise arising out of from such registration statement or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in (i) any registration statement, prospectus, preliminary prospectus, offering circular the registration statement or prospectus (as from time to time each may be amended and supplemented); (ii) any post-effective amendment or amendments or any new registration statement and prospectus in which are included the Warrant Shares; or (iii) any application or other documentdocument 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 amendment securities exchange; or supplement thereto incident to any such registration, qualification or compliance or based on any the omission (or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, unless such statement or any violation by the Company ofomission is made in reliance upon, or any rule or regulation promulgated underand in conformity with, the Securities Act, Exchange Act or state securities laws applicable written information furnished to the Company in connection by and with any respect to such registration, and the Company will reimburse each of the Company Indemnified Parties registered holders ("Purchaser Information") expressly 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 use in any such case for any such losspreliminary prospectus, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) , or any amendment or supplement thereof, or in any application, as the case may be, or unless the indemnitee failed to deliver a final prospectus in which occurs in reliance upon and in conformity with written information furnished expressly for use the material misstatement or omission was corrected. The Company agrees 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 such the issue and sale or resale of the Warrant Shares or in connection with the registration by statement or on behalf of any Holderprospectus.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any will indemnify and hold harmless each Holder which has Registrable Securities as to which Common included in a registration or qualification or compliance under applicable “blue sky” laws has been effected statement pursuant to this Agreementthe provisions hereof, indemnify each Holder, each Holder’s current its directors and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of underwriter (as defined in the Securities Act, ) for such Holder and each underwriter thereofPerson, if any, and each Person who controls any such Holder or such underwriter within the meaning of Section 15 of the Securities Act Act, from and against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all loss, damage and liability (collectively, "LOSSES") to which such Holder or any such underwriter or controlling Person may become subject under the “Securities Act, state securities laws or otherwise, and the Company Indemnified Parties”)will pay to each such Holder, against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and underwriter or controlling person any legal or other fees costs or expenses actually reasonably incurred by such party person in connection with investigating or defending any investigation or proceeding)such Loss, judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising insofar as such Losses arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained in any such registration statement, prospectus, preliminary prospectus, offering circular or other document, any prospectus contained therein or any amendment or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, or any violation by the Company ofhowever, or 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 that 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 for any such loss, claim, damage, liability or action to the extent that it any such Loss arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and so made in conformity with written information furnished expressly by such Holder, such underwriter or such controlling Person in writing specifically for use in connection 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 Company, which consent will not be unreasonably withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus or final prospectus (if such registration 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 any Holdersuch 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 final prospectus (as amended or supplemented if such amendments or supplements thereto have been furnished as aforesaid).

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, will indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, the partners, members, managers, shareholders, accountants, attorneys, agents officers and employees, directors of each Holder and each Person controlling person, if any, who controls such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, and each underwriter thereofthe Exchange Act or other federal, if anyCanadian, and each Person who controls any provincial or state law, insofar as such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenseslosses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal damages or other 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 liabilities (or actions in respect thereof) arising arise out of or are based on upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in the Registration Statement or any registration statementamendments or supplements thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (including any preliminary, final or summary prospectus, preliminary prospectus, offering circular or other document, or any amendment or supplement thereto incident to any thereto) included in such registration, qualification Registration Statement or compliance or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements any statement therein, in light of the circumstances in under which they were made, not misleading, or (iii) any violation or alleged violation by the Company ofof the Securities Act, the Exchange Act, any Canadian, provincial or state securities law or any rule or regulation promulgated under, under the Securities Act, the Exchange Act or any Canadian, provincial or state securities laws applicable law in connection with the offering covered by the Registration Statement; provided, however, that the Company will not be liable for indemnification in any such case to the extent that any losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact so made in reliance upon and in conformity with information furnished to the Company in connection with any by such registration, and the Holder. The Company will reimburse pay to each of the Company Indemnified Parties such Holder, partner, officer, director or controlling person for any reasonable legal and any or other expenses reasonably incurred by them in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent if it is judicially determined that it arises out of or is based upon there was such a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holderviolation.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registrationand (without limiting the preceding portions of this Section 3.1), and the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses 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 for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon reasonable and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holderdocumented out-of-pocket

Indemnification by Company. To the extent permitted by applicable law, the (i) The Company will, with respect agrees to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current underwriter with respect to Registrable Securities and former each of their respective officers, directors, partners, members, managers, shareholders, accountants, attorneys, employees and agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such Holder or underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the each such Person being sometimes hereinafter referred to as an “Company Indemnified PartiesPerson”), ) from and against any and all expenseslosses, claims, losses, damages, costs (including costs of preparation damages and reasonable attorney’s fees and any legal or other fees or expenses actually incurred liabilities caused by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectusRegistration Statement, preliminary prospectusprospectus or Prospectus, offering circular or other document, or including any amendment or supplement thereto incident to any such registrationthereto, qualification or compliance or based on caused by any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by the Company of, or 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, except insofar as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply losses, claims, damages or liabilities relate to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or omission or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance based upon and in conformity with written information furnished in writing to the Company by any Holder or underwriter expressly for use therein. (ii) The Company will also indemnify selling brokers, dealers and similar securities industry professionals participating in connection the distribution, their officers, directors and partners 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 in Section 6(a)(i) with respect to the indemnification of the Holders and underwriters of Registrable Securities and such registration by or on behalf Persons shall be deemed “Indemnified Persons” for all purposes of any Holderthis Section 6.

Indemnification by Company. To In connection with each Registration Statement relating to the extent permitted by applicable lawdisposition of Registrable Securities, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, shall indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofof Registrable Securities and each Person, if any, and each Person who controls any such Holder or underwriter (within the meaning of Section 15 of the Securities Act (collectively, or Section 20 of the “Company Indemnified Parties”), Exchange Act) against any and all expenseslosses, claims, losses, damages, costs (including costs of preparation damages and reasonable attorney’s fees and any legal or other 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 (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or actions in respect thereof) arising proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, prospectus or any amendment thereof or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading; provided, in light 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 circumstances in which they were made, not misleading, or any violation by the Company of, or 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 Section 20 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 Exchange Act) on account of any losslosses, claimclaims, damage, liability damages or action liabilities arising from the sale of the Registrable Securities if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission in the registration statement preliminary prospectus or prospectus) which occurs such amendment or supplement, in reliance upon and in conformity with written information furnished expressly in writing to the Company by such Holder or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in connection 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 such registration by or on behalf respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in addition to any Holderliability which the Company may otherwise have.

Indemnification by Company. To the extent permitted by applicable lawLaw, the Company will, with respect to 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 this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholdersstockholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct and such Holder’s current and former officers, directors, partners, members, managers, stockholders, accountants, attorneys, agents and employees, and each underwriter Underwriter thereof, if any, and each Person who controls any such underwriter Underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), ) from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) (collectively, “Losses”), to the extent arising out of or based on any untrue statement (or alleged untrue 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 Securities Act) or other document, in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities laws law or any rules or regulations thereunder applicable to the Company in connection with any such registration, 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.09, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law Law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

Indemnification by Company. To the extent permitted by applicable lawThe Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, the Company willand each of their respective officers, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreementemployees, indemnify each Holder, each Holder’s current and former officersaffiliates, directors, partners, members, managers, shareholders, accountants, attorneys, agents attorneys and employeesagents, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofperson, if any, who controls an Investor and each Person who controls any such underwriter other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (collectivelyeach, the an “Company Investor Indemnified PartiesParty”), from and against all any expenses, losses, judgments, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal damages or other 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, whether joint or several (or actions in respect thereof) several, arising out of or based on upon any untrue statement (or alleged allegedly untrue statement) of a material fact contained in any registration statementRegistration Statement under which the sale of such Registrable Securities was registered under the Securities Act, prospectus, any preliminary prospectus, offering circular final prospectus or other documentsummary prospectus contained in the Registration Statement, or any amendment or supplement thereto incident to any such registrationRegistration Statement, qualification or compliance arising out of or based on upon any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by the Company of, of the Securities Act or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, ; and the Company will shall promptly reimburse each of the Company Investor Indemnified Parties Party for any reasonable legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating, preparing or investigating and defending any such claimexpense, 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 lossjudgment, claim, damage, liability or action if such settlement is effected without the prior written consent of action; provided, however, that the Company (which consent shall will not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for to the extent that any such expense, loss, claim, damage, damage or liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged allegedly untrue statement or omission or alleged omission made in the registration statement such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus) which occurs , or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company, in writing, by such selling holder 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 connection accordance with such registration by or on behalf the plan of any Holderdistribution contained in the prospectus.

Indemnification by Company. To In the extent permitted by applicable law, event of any registration of any Shares of Company under the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected Act pursuant to this Agreement, Company will indemnify each and hold harmless, to the full extent permitted by law, Holder, each Holder’s current its directors and former officers, general partners, limited partners and managing directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each other Person who participates as an underwriter in the offering or sale of such securities and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofother Person, if any, and each Person who controls controls, is controlled by or is under common control with Holder or any such underwriter within the meaning of Section 15 of the Securities Act (collectivelyand directors, officers, controlling Persons, partners and managing directors of any of the “Company Indemnified Parties”), foregoing) against any and all expenseslosses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal damages or other 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 several, and expenses (including any amounts paid in any settlement effected with Company's consent, which consent will not be unreasonably withheld) to which Holder, any such director or officer or general or limited partner or managing director or any such underwriter or controlling Person may become subject under the Securities Act, United States state securities "blue sky" laws, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arising or expenses arise out of or are based on upon (A) any untrue statement (or alleged untrue statement) statement of a any material fact contained contained, on the effective date thereof, in any registration statementstatement under which such securities were registered under the Securities Act, prospectusany preliminary, preliminary prospectus, offering circular final or other documentsummary prospectus contained therein, or any amendment or supplement thereto incident to any such registrationthereto, qualification or compliance or based on (B) any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (C) any violation or alleged violation by the Company ofof any United States federal, state or any common law rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable to the 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 the Company will reimburse each of the Company Indemnified Parties controlling Person for any reasonable legal and or any other expenses reasonably incurred by them in connection with investigating, preparing investigating 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, damageliability, liability action or action if such settlement is effected without the prior written consent of the proceeding; provided, however, that Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for to the extent that any such loss, claim, damage, liability (or action to the extent that it or proceeding in respect thereof) or expense arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission made in the such registration statement or prospectus) which occurs amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished expressly to Company through an instrument duly executed by Holder in its capacity as a shareholder in Company or any such director, officer, general or limited partner, managing director, underwriter or controlling Person specifically stating that it is for use in connection 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 Securities Act, pursuant to this Section 2(e)(i) with respect to any preliminary prospectus or the final prospectus or the final prospectus as amended or supplemented as the case may be, to the extent that any such registration 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 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 such director, officer, general partner, limited partner, managing director, underwriter or controlling Person and shall survive the transfer of such securities by Holder.

Indemnification by Company. To The Company agrees to indemnify and hold harmless the extent permitted by applicable law, members of the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, Underwriting Group and each Person controlling such Holder or person who controls any member of the foregoing Underwriting Group within the meaning of Section 15 of the Securities Act, Act against any and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenseslosses, claims, lossesdamages or liabilities, damagesjoint or several, costs (including costs to which they or any of preparation them may become subject under the Act or any other statute or at common law and reasonable attorney’s fees and to reimburse the persons indemnified for any legal or other fees or expenses actually (including the cost of any investigation and preparation) incurred by such party them in connection with any investigation litigation, whether or proceeding)not resulting in any liability, judgmentsbut only insofar as such losses, finesclaims, penaltiesdamages, charges, amounts paid in settlement liabilities and other liabilities, joint or several (or actions in respect thereof) arising litigation arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, the Registration Statement or any amendment thereto or supplement thereto incident any application or other document filed in order to any such registrationqualify the Securities under the blue sky or securities laws of the states where filings were made, qualification or compliance or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 in under which they were made, not misleading; PROVIDED, or any violation by HOWEVER, that the Company of, or 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 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 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. This indemnity agreement is in addition to any other liability which the Company may otherwise have 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 loss, claim, damage, liability or action such litigation if such settlement is was effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall Company. If the Company be liable elects to a Holder in any direct such case for any such lossdefense, claim, damage, liability or action the Company agrees to furnish to the extent that it arises out involved member of or is based upon a violation or alleged violation the Underwriting Group at its request, copies of any state or federal law (including any claim arising out all pleadings therein and to apprise the involved member of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon Underwriting Group of all developments therein, all at the Company's expense, and in conformity with written information furnished expressly for use in connection with such registration by or on behalf to permit the member of any Holderthe Underwriting Group to be an observer therein.

Indemnification by Company. To The Company agrees to indemnify and hold harmless the extent permitted by applicable lawRepresentative and the other Members of the Underwriting Group (for the purposes of this Section 6 collectively the "Underwriters") and each officer, the Company willdirector, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreementemployee, indemnify each Holderrepresentative, each Holder’s current and former officersagent, directorssurety, partners, members, managers, shareholders, accountants, attorneys, agents and employeesguarantor, and each Person controlling such Holder or any person who controls each of the foregoing Underwriters within the meaning of Section 15 of the Securities Act, Act against any and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenseslosses, claims, lossesdamages or liabilities, damagesjoint or several, costs (including costs to which they or any of preparation them may become subject under the Act, any other statute, at common law, NASD requirements or otherwise and reasonable attorney’s fees and to reimburse the persons indemnified above for any legal or other fees or expenses actually (including the cost of any investigation and preparation) incurred by such party them in connection with any investigation litigation, arbitration or proceedingany other proceeding (hereinafter referred to as "litigation" in this Section 6), judgmentswhether or not resulting in any liability, finesbut only insofar as such losses, penaltiesclaims, chargesdamages, amounts paid in settlement liabilities and other liabilities, joint or several (or actions in respect thereof) arising litigation arise out of or are based on upon this Agreement or any matter relating to the offer or sale of the Shares, including, but not limited to, any violation of any registration requirements, any improper use of sales literature or any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, the Registration Statement or any amendment thereto or supplement thereto incident any application or other document filed in order to any such registrationqualify the Shares under the securities laws of the states where filings were made, qualification or compliance or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 in under which they were made, not misleading, or any violation by the Company of, or 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 misleading as of the Company Indemnified Parties for any reasonable legal and any other expenses reasonably incurred in connection with investigatingdate of the Prospectus or such amendment or supplement; provided, preparing or defending any such claimhowever, loss, damage, liability or action, as such expenses are incurred. The that the indemnity agreement contained in this Section 4.1 6.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action such litigation if such settlement is settlements are effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed)Company, nor shall it apply to the Underwriters or any other person indemnified as provided above in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statements 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 Underwriters and furnished in writing to the Company be liable to a Holder by the Underwriters specifically for use in connection with the preparation of the Registration Statement and Prospectus or any such case for amendment or supplement thereto. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the Underwriters or any other person indemnified as provided above. The Underwriters or any other person indemnified as provided above agree within twenty days after the receipt by them of written notice of the commencement of any action against them in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this Section 6.1 to notify the Company in writing of the commencement thereof. The failure of the Underwriters or any other person indemnified as provided above so to notify the Company of any such lossaction shall relieve the Company from any liability which it may have to such person on account of the indemnity agreement contained in this Section 6.1, claimbut shall not relieve the Company from any other liability which it may have to the Underwriters or any person identified above. In case any such action shall be brought against the Underwriters or any other person indemnified as provided above and the Underwriters shall notify the Company of the commencement thereof, damagethe Company shall be entitled to participate in (and, liability or action to the extent that it arises out shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the Underwriters or is based upon a violation any other person indemnified as provided above, defendant or alleged violation defendants in such litigation. The Company agrees to notify the Underwriters promptly of commencement of any state litigation against it or federal law (including any claim arising out of its officers or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) directors, of which occurs in reliance upon and in conformity with written information furnished expressly for use it may be advised, in connection with such registration by or on behalf the issue and sale of any Holderof the Shares or any securities included therein and to furnish to the Underwriters, at their request, copies of all pleadings therein and permit the Underwriters to be observers therein and apprise the Underwriters of all developments therein, all at the Company's expense.

Indemnification by Company. To the extent permitted by applicable lawThe Company agrees to indemnify and to save and hold harmless each Holder and any underwriter for such Holder, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, directors and partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling person who controls such Holder or any of the foregoing such underwriter (within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, or the “Company Indemnified Parties”), Exchange Act) from and against any and all expenseslosses, claims, losses, damages, costs liabilities, and expenses (including reasonable attorneys fees and expenses and reasonable costs of preparation and reasonable attorney’s fees and investigation) to which the Holder or underwriter or any legal such other person may be subject, under the Securities Act or other fees or expenses actually incurred by such party in connection with any investigation or proceeding)otherwise, judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular statement or other document, prospectus relating to the Registrable Securities or in any amendment or supplement thereto or 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 such registrationstate securities laws, qualification or compliance arising out of or based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or arising out of or based upon any violation or alleged violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or any other federal or state securities laws laws, rules or regulations applicable to the Company and relating to action or inaction by the Company in connection with any such registrationregistration or qualification, and except insofar as 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 for any such loss, claim, damage, liability or action to the extent that it arises same arise out of or is based reliance upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission furnished in writing to the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished Company by such Holder (or, if it is an underwritten offering, an underwriter selected by such Holders), expressly for use therein; provided that the Company shall not be 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 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 registration by or on behalf of any Holderunderwriters (collectively, "Securities Professionals") to the same extent as provided above.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any (or the Public Company) will indemnify and hold harmless each Holder of Registrable Securities as to Common which registration or qualification or compliance under applicable “blue sky” laws has been effected is included in a Registration Statement pursuant to this Agreementthe provisions hereof, indemnify each Holderits directors, each Holder’s current and former officers, directorsemployees, partners, membersprincipals, managersequity holders, shareholders, managed or advised accountants, attorneysadvisors, agents and employeesrepresentatives, agents, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of underwriter (as defined in the Securities Act, ) for such Holder and each underwriter thereofPerson, if any, and each Person who controls any such Holder or such underwriter within the meaning of Section 15 of the Securities Act Act, from and against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all loss, claim, damage, liability and expense (collectively, "LOSSES") to which such Holder or any such underwriter or controlling Person may become subject under the “Securities Act, state securities laws or otherwise, and the Company Indemnified Parties”)(or the Public Company) will pay to each such Holder, against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and underwriter or controlling person any legal or other fees costs or expenses actually reasonably incurred by such party person in connection with investigating or defending any investigation such Loss, insofar as such Losses are caused by or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) arising arise out of or based on any untrue statement (or alleged untrue statement) statement of a any material fact contained in such Registration Statement, any registration statement, prospectus, preliminary prospectus, offering circular or other document, prospectus contained therein or any amendment or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on any upon the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, or any violation by however, that neither the Company of, or any rule or regulation promulgated under, nor the Securities Act, Exchange Act or state securities laws applicable to the Company in connection with any such registration, and the Public 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 for any such loss, claim, damage, liability or action to the extent that it any such Loss arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and so made in conformity with written information furnished expressly by such Holder, such underwriter or such controlling Person in writing specifically for use in connection 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 Company (or the Public 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 registration Holder 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 such Holder prior to the confirmation of the sale involved) shall not have been sent or given by or on behalf of any Holdersuch 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 from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid).

Indemnification by Company. To The Company agrees to indemnify and hold harmless the extent permitted Administrative Agent and each Lender (and each of their respective officers, agents, employees and directors) (each, an “Indemnified Party”) from and against any and all claims, damages, 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 nature whatsoever (“Claims”) which may be imposed on, incurred by applicable lawor asserted against such Lender or any of its officers, 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 Company willNotes, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holderany of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances, each Holderexcept to the extent such claim, damage, loss, liability or expense resulted from such Indemnified Party’s current gross negligence or 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 former 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, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, attorneys and each Person controlling such Holder agents, on any theory of liability, arising out of or otherwise relating to this Agreement or any of the foregoing within the meaning of Section 15 other Loan Documents or any agreement or instrument contemplated hereby, any of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within transactions contemplated herein or the meaning of Section 15 actual or proposed use of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, 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, in light proceeds of the circumstances in which they were made, not misleading, Advances or any violation by the Company of, or 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 Letters 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 for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any HolderCredit.

Indemnification by Company. To (a) Company agrees to indemnify and hold harmless the extent permitted by applicable lawFund, the Company willAdviser and Distributor and each of their directors, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents employees and employeesagents, and each Person controlling such Holder or person, if any, who controls any of the foregoing them within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities 1933 Act (each, an "Indemnified Party" and collectively, the “Company "Indemnified Parties”), " for purposes of this Section 9.1) from and against any and all expenseslosses, claims, losses, damages, costs liabilities (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement with the written consent of Company), and other liabilitiesexpenses (including reasonable legal fees and expenses), joint to which the Indemnified Parties may become subject under any statute, regulation, at common law or several otherwise (or actions in respect thereofcollectively, hereinafter "Losses"), insofar as such Losses: (i) arising arise out of or are based on upon any untrue statement (statements or alleged untrue statement) statements of a any material fact contained in any the registration statement, prospectus, preliminary prospectus, offering circular prospectus or other document, sales literature for the Contracts or contained in the Contracts (or any amendment or supplement thereto incident to any such registrationof the foregoing), qualification or compliance arise out of or are based on any upon the omission (or the alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or any violation by the Company of, or 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 provided that this Section 4.1 paragraph 9.1(a) shall not apply as to amounts paid in settlement of any loss, claim, damage, liability or action Indemnified Party if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or such alleged omission in the registration statement or prospectus) which occurs omission was made in reliance upon and in conformity with written information furnished expressly to Company by or on behalf of the Fund, Distributor or Adviser for use in the registration statement or prospectus for the Contracts or in the 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 the 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 registration by a statement or omission was made in reliance upon written information furnished to the Fund, Adviser or Distributor or on behalf of Company; or (iv) arise out of, or as a result of, any Holderfailure 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 Distributor to instructions that it reasonably believes were originated by persons specified in Section 32(c), hereof This 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 the Fund.

Indemnification by Company. To The Company agrees to indemnify and hold harmless the extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each HolderRepresentative, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, of the other Underwriters and each Person controlling such Holder or person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each underwriter thereofof them, if anyfrom and against any and all loss, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectivelyliability, the “Company Indemnified Parties”)claim, against all expensesdamage, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal expense or other 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 liabilitiesaction, joint or several (including, but not limited to, any and all reasonable expenses incurred in investigating, preparing or actions defending against any litigation, commenced or threatened, or any claim whatsoever and any amount paid in respect thereof) arising settlement of any litigation), commenced or threatened, or of any claim whatsoever, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, liability, claim, damage, expense or action arises out of or is based on upon (i) any untrue statement (or alleged untrue statementstatement or breach of any representation, warranty or covenant made by the Company in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, the Registration Statement (or any amendment thereto), or supplement thereto incident to any such registration, qualification or compliance or based on any the omission (or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in light a Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the circumstances in which they were made, statements therein not misleading, or (iv) any violation untrue statement or alleged untrue statement of a material fact contained in any application or other document executed by the Company ofor based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify all or any of the Securities, the Underwriters' Warrants or the Warrant Securities under the securities laws thereof or filed with the Commission, the NASD or any securities exchange, or any rule omission or regulation promulgated underalleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the Securities Act, Exchange Act Company shall not be liable in any such case to the extent that such untrue statement or state securities laws applicable omission or such alleged untrue statement or omission was made in reliance upon and in conformity with information furnished in writing by or on behalf of any of the Underwriters to the Company expressly for use in connection with the Registration Statement (or any amendment thereto), any such registration, Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any such application or document. The Company acknowledges that the statements under the caption "Underwriting" contained in any Preliminary Prospectus and the Company will reimburse each of Prospectus constitute the Company Indemnified Parties only information furnished in writing by the Underwriters expressly for inclusion in the Registration Statement, any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing Preliminary Prospectus or defending any such claim, loss, damage, liability or action, as such expenses are incurredthe Prospectus. The indemnity agreement contained in this Section 4.1 shall not apply Subsection 8(a) is in addition to amounts paid in settlement of any loss, claim, damage, liability which the Company may otherwise have to the Underwriters or action if such settlement is effected without the prior written consent any controlling person of the Underwriters. The Company agrees to pay any legal and other expenses for which it is liable under this subsection (which consent shall a) from time to time (but not be unreasonably withheld or delayed), nor shall the Company be liable to more frequently than monthly) within 30 days after its receipt of a Holder 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 a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holderxxxx therefor.

Indemnification by Company. To The Company agrees to indemnify and hold harmless the extent permitted by applicable law, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each HolderRepresentative, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, of the other Underwriters and each Person controlling such Holder or person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each underwriter thereofof them, if anyfrom and against any and all loss, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectivelyliability, the “Company Indemnified Parties”)claim, against all expensesdamage, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal expense or other 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 liabilitiesaction, joint or several (including, but not limited to, any and all reasonable expenses incurred in investigating, preparing or actions defending against any litigation, commenced or threatened, or any claim whatsoever and any amount paid in respect thereof) arising settlement of any litigation), commenced or threatened, or of any claim whatsoever, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, liability, claim, damage, expense or action arises out of or is based on upon (i) any untrue statement (or alleged untrue statementstatement or breach of any representation, warranty or covenant made by the Company in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, the Registration Statement (or any amendment thereto), or supplement thereto incident to any such registration, qualification or compliance or based on any the omission (or alleged omission) to state therein omission therefrom of a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in light a Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the circumstances in which they were made, statements therein not misleading, or (iv) any violation untrue statement or alleged untrue statement of a material fact contained in any application or other document executed by the Company ofor based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify all or any of the Securities, the Underwriters' Warrants or the Warrant Shares under the securities laws thereof or filed with the Commission, the NASD or any securities exchange, or any rule omission or regulation promulgated underalleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the Securities Act, Exchange Act Company shall not be liable in any such case to the extent that such untrue statement or state securities laws applicable omission or such alleged untrue statement or omission was made in reliance upon and in conformity with information furnished in writing by or on behalf of any of the Underwriters to the Company expressly for use in connection with the Registration Statement (or any amendment thereto), any such registration, Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any such application or document. The Company acknowledges that the statements under the caption "Underwriting" contained in any Preliminary Prospectus and the Company will reimburse each of Prospectus constitute the Company Indemnified Parties only information furnished in writing by the Underwriters expressly for inclusion in the Registration Statement, any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing Preliminary Prospectus or defending any such claim, loss, damage, liability or action, as such expenses are incurredthe Prospectus. The indemnity agreement contained in this Section 4.1 shall not apply Subsection 8(a) is in addition to amounts paid in settlement of any loss, claim, damage, liability which the Company may otherwise have to the Underwriters or action if such settlement is effected without the prior written consent any controlling person of the Underwriters. The Company agrees to pay any legal and other expenses for which it is liable under this subsection (which consent shall a) from time to time (but not be unreasonably withheld or delayed), nor shall the Company be liable to more frequently than monthly) within 30 days after its receipt of a Holder 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 a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holderxxxx therefor.

Indemnification by Company. To The Company shall indemnify and hold harmless the extent permitted by applicable lawPlacement Agent, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, its directors, partners, members, managers, shareholders, accountants, attorneys, agents officers and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofperson, if any, and each Person who controls any such underwriter the Placement Agent within the meaning of Section 15 of the Securities Act (collectivelyor Section 20 of the Exchange Act, and each affiliate of the “Company Indemnified Parties”)Placement Agent within the meaning of Rule 405 under the Securities Act from and against any and all losses, against all expensesliabilities, claims, losses, damages, costs damages and expenses whatsoever as incurred (including costs of preparation and reasonable attorney’s but not limited to attorneys’ fees and any legal and all expenses whatsoever incurred in investigating, preparing or other fees defending against any litigation, commenced or expenses actually incurred by such party in connection with threatened, or any investigation or proceeding)claim whatsoever, judgments, fines, penalties, charges, and any and all amounts paid in settlement and other liabilitiesof any claim or litigation), joint or several several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arising arise out of or are based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular the Registration Statement or other documentthe Prospectus, or in any amendment or supplement thereto incident or amendment thereof, or in any Issuer Free Writing Prospectus, or in any “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) filed or required to any such registrationbe filed pursuant to Rule 433(d) under the Securities Act, qualification or compliance or based on any (ii) the omission (or alleged omission) omission to state (A) in the Registration Statement, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) in the Prospectus, or in any supplement thereto or amendment thereof, or in any Issuer Free Writing Prospectus, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading; provided, or any violation by the Company ofhowever, or 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 that 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 for to the extent but only to the extent that any such loss, liability, claim, damage, liability damage or action to the extent that it expense arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any such untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Placement Agent expressly for use therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have, including but not limited to other liability under this Agreement. The Placement Agent shall indemnify and hold harmless the Company and its affiliates and their respective directors, officers and employees, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys’ fees and any and all 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), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as originally filed or any amendment thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in the Prospectus, or in any amendment thereof or supplement thereto, or the omission or alleged omission therefrom of 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, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Placement Agent specifically for use therein. This indemnity agreement will be in addition to any liability which the Placement Agent may otherwise have, including but not limited to other liability under this Agreement. Promptly after receipt by an indemnified party under this Section 10 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 10, notify the indemnifying party in writing of the commencement thereof; provided, however, that the failure to so notify the indemnifying party (i) will not relieve it from liability under this Section 10 and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 10 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (other than local counsel), reasonably approved by the indemnifying party (or by the Placement Agent in the case of Section 10), representing the indemnified parties who are parties to such registration action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. The indemnifying party under this Section 10 shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be withheld unreasonably; provided, however, that if any proceeding is settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 10, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than thirty (30) days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Holderindemnified party.

Indemnification by Company. To In connection with each Registration Statement relating to the extent permitted by applicable lawdisposition of Registrable Securities, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, shall indemnify and hold harmless each Holder, each Holder’s current and former its officers, directors, partners, members, managers, shareholders, accountants, attorneys, directors and agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereofof Registrable Securities and each Person, if any, and each Person who controls any such Holder or underwriter (within the meaning of Section 15 of the Securities Act (collectively, or Section 20 of the “Company Indemnified Parties”), Exchange Act) against any and all expenseslosses, claims, losses, damages, costs (including costs of preparation damages and reasonable attorney’s fees and any legal or other 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 (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or actions in respect thereof) arising proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, prospectus or any amendment thereof or supplement thereto incident to any such registrationthereto, qualification or compliance arise out of or are based on upon any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading; provided, in light 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 circumstances in which they were made, not misleading, or any violation by the Company of, or 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 Section 20 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 Exchange Act) on account of any losslosses, claimclaims, damage, liability damages or action liabilities arising from the sale of the Registrable Securities if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or omission or alleged untrue statement or omission was made in such Registration Statement, Prospectus or alleged omission in the registration statement preliminary prospectus, or prospectus) which occurs such amendment or supplement, in reliance upon and in conformity with written information furnished expressly in writing to the Company by such Holder or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in connection 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 such registration by or on behalf respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in addition to any Holderliability that the Company may otherwise have.

Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration or registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act and such Person’s officers, directors, partners, members, and employees (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or ny-2525349 ny-2525349 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 several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document“issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act), in each case related to such registration statement, or any amendment or supplement thereto incident to any such registrationthereto, 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, in light of the circumstances in which they were made, not misleading, or any violation or alleged violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, the Exchange Act or Act, any state securities law, any other applicable securities laws or any rules or regulations thereunder applicable to the Company in connection with any such registrationand (without limiting the preceding portions of this Section 3.1), and 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 reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 3.1, settling any such claim, loss, damage, liability Losses or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any loss, claim, damage, liability 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 loss, claim, damage, liability Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

Indemnification by Company. To The Company agrees to indemnify and hold -------------------------- harmless the extent permitted by applicable lawInvestor and each Pecuniary Owner and their respective partners, the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents employees and employees, and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if anyagents, and each Person who controls any such underwriter Persons (within the meaning of Section 15 of the Securities Act (collectively, or Section 20 of the “Company Indemnified Parties”), Exchange Act) against all expenseslosses, claims, losses, damages, costs (including costs of preparation liabilities and reasonable attorney’s fees and any legal or other 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 (or actions in respect thereof) arising out of or based on upon any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement, prospectus, Prospectus or preliminary prospectus, offering circular or other document, prospectus or any amendment or supplement thereto incident to any such registration, qualification or compliance or based on any omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, except insofar as the same are caused by or contained in any violation by the Company of, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws applicable information furnished in writing to the Company by the Investor or such Pecuniary Owner or any other person who participates as an underwriter in connection with the offer and sale of securities, as the case may be, expressly for use therein, or due to the Investor's or Pecuniary Owners' failure to deliver an amended or supplemental Prospectus, after having been provided copies of any such registrationamended or supplemental Prospectus by the Company, 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 if 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 lossliability, claim, damagedamage or expense would not have arisen had such delivery occurred. The Company will also indemnify underwriters, liability or action if selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and trust managers and each Person who controls such settlement is effected without Persons (within the prior written consent meaning of Section 15 of the Company (which consent shall not be unreasonably withheld Securities Act or delayed), nor shall Section 20 of the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action Exchange Act) to the same extent that it arises out as provided above with respect to the indemnification of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon Investor and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holdereach Pecuniary Owner, if requested.

Indemnification by Company. To The Company agrees to indemnify and hold harmless the extent permitted by applicable lawRepresentative and the other Members of the Underwriting Group (for the purposes of this Section 6 collectively the "Underwriters") and each officer, the Company willdirector, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreementemployee, indemnify each Holderrepresentative, each Holder’s current and former officersagent, directorssurety, partners, members, managers, shareholders, accountants, attorneys, agents and employeesguarantor, and each Person controlling such Holder or any person who controls each of the foregoing Underwriters within the meaning of Section 15 of the Securities Act, Act against any and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against all expenseslosses, claims, lossesdamages or liabilities, damagesjoint or several, costs (including costs to which they or any of preparation them may become subject under the Act, any other statute, at common law, NASD requirements or otherwise and reasonable attorney’s fees and to reimburse the persons indemnified above for any legal or other fees or expenses actually (including the cost of any investigation and preparation) incurred by such party them in connection with any investigation litigation, arbitration or proceedingany other proceeding (hereinafter referred to as "litigation" in this Section 6), judgmentswhether or not resulting in any liability, finesbut only insofar as such losses, penaltiesclaims, chargesdamages, amounts paid in settlement liabilities and other liabilities, joint or several (or actions in respect thereof) arising litigation arise out of or are based on upon this Agreement or any matter relating to the offer or sale of the Units, including, but not limited to, any violation of any registration requirements, any improper use of sales literature or any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, the Registration Statement or any amendment thereto or supplement thereto incident any application or other document filed in order to any such registrationqualify the Units under the securities laws of the states where filings were made, qualification or compliance or based on any the omission (or alleged omission) omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 in under which they were made, not misleading, or any violation by the Company of, or 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 misleading as of the Company Indemnified Parties for any reasonable legal and any other expenses reasonably incurred in connection with investigatingdate of the Prospectus or such amendment or supplement; provided, preparing or defending any such claimhowever, loss, damage, liability or action, as such expenses are incurred. The that the indemnity agreement contained in this Section 4.1 6.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action such litigation if such settlement is settlements are effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed)Company, nor shall it apply to the Underwriters or any other person indemnified as provided above in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statements 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 Underwriters and furnished in writing to the Company be liable to a Holder by the Underwriters specifically for use in connection with the preparation of the Registration Statement and Prospectus or any such case for amendment or supplement thereto. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the Underwriters or any other person indemnified as provided above. The Underwriters or any other person indemnified as provided above agree within twenty days after the receipt by them of written notice of the commencement of any action against them in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this Section 6.1 to notify the Company in writing of the commencement thereof. The failure of the Underwriters or any other person indemnified as provided above so to notify the Company of any such lossaction shall relieve the Company from any liability which it may have to such person on account of the indemnity agreement contained in this Section 6.1, claimbut shall not relieve the Company from any other liability which it may have to the Underwriters or any person identified above. In case any such action shall be brought against the Underwriters or any other person indemnified as provided above and the Underwriters shall notify the Company of the commencement thereof, damagethe Company shall be entitled to participate in (and, liability or action to the extent that it arises out shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the Underwriters or is based upon a violation any other person indemnified as provided above, defendant or alleged violation defendants in such litigation. The Company agrees to notify the Underwriters promptly of commencement of any state litigation against it or federal law (including any claim arising out of its officers or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) directors, of which occurs in reliance upon and in conformity with written information furnished expressly for use it may be advised, in connection with such registration by or on behalf the issue and sale of any Holderof the Units or any securities included therein and to furnish to the Underwriters, at their request, copies of all pleadings therein and permit the Underwriters to be observers therein and apprise the Underwriters of all developments therein, all at the Company's expense.

Indemnification by Company. To The Company shall indemnify the extent permitted by applicable law, Holder(s) of the Company will, with respect Registrable Securities to be sold pursuant to any Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify each Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, statement hereunder and each Person controlling person, if any, who controls such Holder or any of the foregoing Holder(s) within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and each underwriter thereof(within the meaning of the Act) of such Registrable Securities and each person, if any, and each Person who controls any such underwriter (within the meaning of Section 15 of the Securities Act (collectively, or Section 20(a) of the “Company Indemnified Parties”)Exchange Act) such underwriter, against all expensesloss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any or all of them may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal damages or other 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 liabilities (or actions in respect thereof) arising arise out of or are based on upon (i) any untrue statement (or alleged untrue statement) statement of a material fact contained (A) in any such registration statement, prospectus, statement or an preliminary prospectus, offering circular or other document, final prospectus constituting a part thereof or any amendment or supplement thereto incident (collectively, the "Offering Documents"), or (B) in any blue sky application or other document executed by the Company specifically for blue sky purposes or based upon any other written information furnished by the Company or on its behalf to any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such registrationapplication, qualification document or compliance information being hereinafter called a "Blue Sky Application"), or based on any (ii) the omission (or alleged omission) omission by the Company to state therein in the Offering Documents or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, or any violation by the Company of, or 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 the Holder(s), each of the Company Indemnified Parties underwriter and each such controlling person for any reasonable legal and any or other expenses reasonably incurred by each of them in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action action; provided, however, that the Company will not be liable in any such case to any one of the Holder(s) to the extent that it any such loss, claim, damage or liability arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any an untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs made in reliance upon and in conformity with written information furnished expressly to the Company by such Holder for use in connection with the preparation of the Offering Documents or any such registration by or on behalf of any HolderBlue Sky Application.