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 (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 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 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 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 (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 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 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 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 each Holder requesting or joining in a registration, each agent, officer and director of such Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person 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 selling broker of the Securities Act securities so registered (each, an "Indemnitee" and collectively, the “Company Indemnified Parties”), "Indemnitees") 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 (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 prospectusoffering, offering circular or other document, or any amendment or supplement thereto document incident to any such registration, qualification or compliance (or based on in any related registration statement, notification or the like) or 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 ofof the Securities Act, the Exchange Act, or state securities laws or any rule or regulation promulgated under, under the Securities Act, the Exchange Act or a state securities laws law, in each case applicable to the Company in connection with any such registrationCompany, and the Company will reimburse each of the Company Indemnified Parties Indemnitee for any reasonable legal and any other fees and expenses reasonably incurred in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, provided however, that the Company will not be liable to any Indemnitee in any such case to the extent that any such claim, loss, damage or liability is caused by any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by such Indemnitee for use therein and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such expenses are incurred. The untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter or any Indemnitee if there is no underwriter, if a copy of the Final Prospectus was not furnished by such underwriter of Indemnitee to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act and such underwriter or Indemnitee was required under the Securities Act to furnish such Final Prospectus; provided further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this Section 4.1 8.9(a) shall not apply to amounts paid in settlement of any such claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (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 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 Actwithheld.

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 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 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 (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 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 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 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 (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 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 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 (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 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 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 In consideration of each Investor's execution and delivery of this Agreement and its acquisition of the extent permitted by applicable lawSecurities hereunder, and in addition to all of the Company's other obligations under this Agreement, the Registration Rights Agreement, and the Warrants, the Company willwill defend, 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 Agreementprotect, indemnify and hold harmless each HolderInvestor and each other holder of the Securities and all of their stockholders, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and each Person controlling such Holder direct or indirect investors and any of the foregoing within person's agents or other representatives (including, without limitation, those retained in connection with 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 transactions contemplated by this Agreement) (collectively, the “Company Indemnified Parties”)"Indemnitees") from and against any and all actions, against all expensescauses of action, suits, 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, finescosts, penalties, chargesfees, amounts paid liabilities and damages, and expenses in settlement connection therewith (regardless of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements and the costs of collection and enforcement of the terms of this Agreement and the Transaction Documents (the "Indemnified Liabilities"), incurred or suffered by an Indemnitee as a result of, or arising out of, or relating to (a) any breach of any representation or warranty made by the Company herein or in any other liabilitiescertificate, joint instrument or several document contemplated hereby or thereby, (b) any breach of any covenant, agreement or actions obligation of the Company contained herein or in respect thereofany other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or based on any untrue statement resulting from the execution, delivery, performance, breach or enforcement of this Agreement, the Registration Rights Agreement or the Warrants by the Company; provided, however, that, with respect to this clause (c), the Company shall not be liable to the extent such Indemnified Liabilities are finally determined by a court of competent jurisdiction to have resulted primarily and directly from the Investors' negligence or 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 willful misconduct. To the statements therein, in light of extent that the circumstances in which they were made, not misleading, or any violation foregoing undertaking by the Company ofis unenforceable for any reason, 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 make the maximum contribution to the payment and satisfaction of 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 Liabilities that 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 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 Actpermissible under applicable law.

Indemnification by Company. To The Company shall indemnify the extent permitted by applicable law, Lender (and any sub-agent thereof) and each Related Party of the Company will, with respect to any Registrable Securities as to which registration or qualification or compliance under applicable Lender (each such Person being called an “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 employeesIndemnitee”) against, and hold each Person controlling such Holder or Indemnitee harmless from, any of the foregoing within the meaning of Section 15 of the Securities Actand all liabilities, 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, claimsobligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including costs of preparation settlement costs), disbursements and reasonable attorney’s out-of-pocket fees and expenses (including the reasonable fees, charges and disbursements of any legal counsel for any Indemnitee) of any kind or other fees or expenses actually nature whatsoever which may at any time be imposed on, incurred by such party or asserted or awarded against any Indemnitee in connection with any investigation way relating to 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 or by reason of (i) any such registrationactual or prospective claim, and the Company will reimburse each of the Company Indemnified Parties for litigation, investigation or proceeding in any reasonable legal and any other expenses reasonably incurred way relating to, arising out of, in connection with investigatingor by reason of any of the following, preparing whether based on contract, tort or defending any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation or proceeding): (x) the execution, delivery, enforcement, performance or administration of any Loan Document or any other document delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby or (y) any Commitment, any Loan or the use or proposed use thereof or of the proceeds thereof; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, fees and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, losslitigation, damage, liability investigation 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 proceeding 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 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 brought by the Securities ActCompany, its equity holders, its affiliates, its creditors or any other Person.

Indemnification by Company. To Subject to the extent permitted by applicable lawprovisions of this Section 5.8(a), the Company willwill indemnify and hold Investor and any Warrant holder, 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 Agreementtheir Affiliates and attorneys, indemnify and each Holderof their directors, each Holder’s current and former officers, directorsshareholders, partners, members, managers, shareholders, accountants, attorneys, agents and employees, agents, and each any Person controlling such Holder or any of the foregoing who controls Investor 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 (collectively, the “Company Indemnified Investor Parties” and each an “Investor Party”), against harmless from any and all expenseslosses, liabilities, obligations, claims, lossescontingencies, damages, costs (and expenses, 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), all judgments, fines, penalties, charges, amounts paid in settlement settlements, court costs and other liabilitiesreasonable attorneys’ fees and costs of investigation (collectively, joint “Losses”) that any Investor Party may suffer or several (or actions in respect thereof) arising out incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, (b) any action instituted against any Investor Party, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of an Investor Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based on upon a breach of Investor’s representation, warranties or covenants or agreements under the Transaction Documents or any agreements or understandings Investor may have with any such stockholder or any violations by Investor of state or federal securities laws or any conduct by Investor which constitutes fraud, gross negligence, willful misconduct or malfeasance), (c) any untrue statement (or alleged untrue statement) statement of a material fact contained in a Registration Statement (or in a Registration Statement as amended by any registration statement, prospectus, preliminary prospectus, offering circular post-effective amendment thereof by the Company) or other document, or any amendment or supplement thereto incident to any such registration, 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 not misleading, and/or (d) any untrue statement or alleged untrue statement of a material fact included in any Prospectus ( or any amendments or supplements to any Prospectus ), or arising out of or based upon any omission or alleged omission to state 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 (i) the Company of, shall not be obligated to indemnify any Investor Party for any Losses finally adjudicated to have been caused solely by an untrue statement of a material fact or any rule or regulation promulgated under, the Securities Act, Exchange Act or an omission to state securities laws applicable a material fact made in reliance upon and conformity with information furnished to the Company in connection with any writing by or on behalf of 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 occurs in reliance upon and in conformity with written information furnished Person expressly for use in connection with the Registration Statement or the Prospectus (or any amendment or supplement thereto) and (ii) the foregoing indemnity shall not inure to the benefit of any Investor Party from whom the Person asserting any Losses purchased Securities, if a copy of the Prospectus (as then supplemented) was not sent or given by or on behalf of such registration Investor Party to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of such Securities to such person, and if delivery of the Prospectus (as then supplemented) would have cured the defect giving rise to such Losses. The parties intend that any Losses subject to indemnification under this Section 5.8(a) will be net of insurance proceeds (which Investor agrees to use commercially reasonable efforts to recover or cause any Investor Party to recover). Accordingly, the amount which the Company is required to pay any Investor Party under this Section 5.8(a) will be reduced by any insurance proceeds actually recovered by or on behalf of any Holder or (bInvestor Party in reduction of the related Losses. In addition, if an Investor Party receives indemnification from the Company under this Section 5.8(a) in respect of any Losses and subsequently receives any such insurance proceeds, then Investor will pay, or will cause such other Investor Party to pay, to 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 Company an amount equal to deliver a copy the indemnification payment received under this Section 5.8(a) less the amount of the final indemnification payment that would have been due if the insurance proceeds had been received, realized or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the Person asserting any recovered before such lossindemnification payment was made. However, claim, damage or liability in any case in which such delivery is required no provision herein regarding insurance proceeds shall delay payment by the Securities ActCompany to any Investor Party for any indemnified Losses.

Indemnification by Company. To In the extent permitted by applicable law, the Company will, with respect to any case of each offering of Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected made pursuant to this Agreement, the Company agrees to indemnify and hold harmless each HolderHolder of Registrable Securities, each Holder’s current and former officersunderwriter of Registrable Securities so offered, directorseach person, partnersif any, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder or who controls any of the foregoing persons within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, the officers and each Person who controls directors of any such underwriter within the meaning of Section 15 of the Securities Act (collectivelyforegoing from and against any and all claims, the “Company Indemnified Parties”), against all expenses, claimsliabilities, losses, damages, costs (expenses and judgments, joint or several, to which they or any of them may become subject, under the Securities Act or otherwise, including costs any amount paid in settlement of preparation any litigation commenced or threatened, and reasonable attorney’s fees shall promptly reimburse them, as and when incurred, for any legal or other fees or expenses actually incurred by such party them in connection with investigating any investigation or proceeding)claims and defending any actions, judgmentsinsofar as such losses, finesclaims, penaltiesdamages, charges, amounts paid in settlement and other liabilities, joint or several (liabilities or actions in respect thereof) arising shall arise out of of, or shall be based on upon, any untrue statement (or alleged untrue statement) statement of a material fact contained in the registration statement (or in any registration statement, prospectus, preliminary prospectus, or final prospectus included therein) or in any offering circular memorandum or other documentoffering document relating to the offering and sale of such Registrable Securities, or any amendment thereof or supplement thereto incident to thereto, or in any such registrationdocument incorporated by reference therein, 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, or shall arise out of or be based upon any violation or alleged violation by the Company of, or any rule or regulation promulgated under, of the Securities Act, Exchange Act or state any blue sky laws, securities laws or other applicable laws of any state or country in which the Registrable Securities are offered and relating to action or inaction required of the Company in connection with any such registrationoffering; 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 particular Holder of Registrable Securities in any such case for to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement, or any omission or alleged omission, (ai) if such statement or omission shall have been made in reliance upon and in conformity with information relating to such Holder furnished to the extent that it Company in writing by or on behalf of such Holder expressly for use in the preparation of the registration statement (or in any preliminary or final prospectus included therein), offering memorandum or other offering document, or any amendment thereof or supplement thereto or a document incorporated by reference in any of the foregoing or (ii) if such statement or omission was corrected in a prospectus delivered to such Holders of Registrable Securities prior to the consummation of the sale in which such loss, claim, damage, liability or action arises out of or is based upon and such corrected prospectus shall not have been delivered or sent to the purchaser within the time required by the Securities Act, provided that the Company delivered the corrected prospectus to such Holders in requisite quantity on a violation timely basis to permit such delivery or alleged violation sending. Such indemnity shall remain in full force and effect regardless 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 investigation made 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 and shall survive the transfer of such securities. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to each Holder of Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder)Securities, 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 underwriters of the Registrable Securities to Securities, any controlling person of any of the Person asserting foregoing or any such loss, claim, damage officer or liability in director of any case in which such delivery is required by of the Securities Actforegoing.

Indemnification by Company. To In the extent permitted event of any registration under the Securities Act by applicable law, the Company will, with respect any registration statement pursuant to any rights granted in this Agreement of Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreementheld by Shareholders, 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, Company will hold harmless Shareholders and each underwriter thereofof such securities and each other person, if any, and each Person who controls any Shareholder or such underwriter within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court), joint or several, to which Shareholders or such underwriter or controlling person may become subject under the Securities Act (collectivelyor otherwise, the “Company Indemnified Parties”), against all expensesinsofar as such losses, 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 liabilities (or any actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained (i) contained, on its effective date, in any registration statement, prospectus, preliminary prospectus, offering circular or other document, statement under which such securities were registered under the Securities Act or any amendment or supplement thereto incident to any such registrationof the foregoing, qualification or compliance which 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 thereintherein not misleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, or in light the final prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment or supplement to the final prospectus) if used within the period which Company is required to keep the registration to which such registration statement or prospectus relates current under Section 2.5, or which arise out of or are based upon the circumstances omission or alleged omission (if so used) to state a material fact required to be stated in which they were made, such prospectus or necessary to make the statements in such prospectus 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 Shareholders and each of the Company Indemnified Parties such underwriter and each such 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, 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) liability; provided, however, that Company shall not be liable to any Shareholder or its underwriters or controlling persons 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the such registration statement or prospectus) which occurs such amendment or supplement, in reliance upon and in conformity with written information furnished expressly to Company through a written instrument duly executed by Shareholders or such underwriter specifically 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 Actpreparation thereof.

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 employeesemployees (collectively, “Representatives”), and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities ActAct and such controlling Person’s Representatives, 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 (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 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 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 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 each Holderand hold harmless Executive, each Holder’s current Affiliate of Executive and former their respective directors, officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents stockholders and employees, partners and each Person controlling such Holder or any of the foregoing other Person, if any, who controls Executive within the meaning of Section 15 of the Securities 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, 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 the costs of investigation and the fees and disbursements of counsel) to which 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 (or actions or proceedings in respect thereof) arising or expenses arise out of or are based on upon (i) any untrue statement (or alleged untrue statement) statement of a any material fact contained in any registration statementstatement as originally filed or in any amendment thereof, or in any preliminary, final or summary prospectus, preliminary prospectus, offering circular or other documentin any amendment thereof or supplement thereto, or any amendment or supplement thereto incident to any such registration, 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 therein, in light of the circumstances in which they were made, therein not misleading, or (iii) any violation by the Company ofof any federal or state law, or any rule or regulation promulgated under, the Securities Act, Exchange Act or state securities laws common law applicable to the Company and relating to action required of or inaction by Company in connection with any such registration, and the Company will shall reimburse each of the Company Indemnified Parties any such indemnified party for any reasonable legal and or any other expenses reasonably incurred by it in connection with investigatinginvestigating or, preparing or subject to subsection 5(c) below, 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, action or action if such settlement is effected without the prior written consent of the proceeding; however, 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 expense (ax) 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 the registration statement or prospectus) which occurs in any amendment thereof or in any preliminary, final or summary prospectus or in any amendment thereof or supplement thereto in reliance upon and in conformity with written information furnished expressly for use in connection with such registration to Company by or on behalf of any Holder Executive specifically for use in the registration statement or prospectus (or an amendment thereof or supplement thereto) or (by) in results from the case of fact that Executive sold Parity Registrable Shares to a sale directly by a Holder of Registrable Securities (including a sale Person to whom there was not sent or given, at or prior to the written confirmation of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder)sale, 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 prospectus or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities final prospectus as then amended or supplemented, whichever is most recent, if Company had previously furnished copies hereof to the Person asserting any Executive and such lossfinal prospectus, claimas then amended or supplemented, damage corrected such misstatement or liability in any case in which such delivery is required by the Securities Actomission.

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 (aor proceeding, whether commenced or threatened, in respect thereof) 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 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 Holder or (b) Indemnified Party for use in the case preparation thereof. Such indemnity and reimbursement of a sale directly expenses and other obligations shall remain in full force and effect regardless of any investigation made 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 or on behalf of the Indemnified Parties and shall survive the transfer 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 securities by the Securities ActIndemnified Parties.

Indemnification by Company. To The Company will indemnify each Holder, and each Holder’s officers, directors, members, governors, employees, partners, legal counsel, and accountants, and each person controlling such Holder within the extent permitted by applicable law, meaning of Section 15 of the Company will, Securities Act with respect to any Registrable Securities as to which registration or qualification 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 employeesSection 8, and each Person controlling such Holder or any of the foregoing underwriter, if any, and each person who controls, 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”)underwriter, 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 liabilities (or actions actions, proceedings, or settlements in respect thereofof such expenses, claims, losses, damages, and liabilities) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular, or other document (including any related registration statement, prospectus, preliminary prospectus, offering circular or other documentnotification, or any amendment or supplement thereto similar document) incident to any such registration, qualification qualification, or compliance compliance, or based on any omission (or alleged omission) to state therein in such document a material fact required to be stated therein in such document or necessary to make the statements therein, in light of the circumstances in which they were made, such document not misleading, or any violation by the Company of, of the Securities Act and any applicable state securities laws or any rule or regulation promulgated under, under the Securities Act, Exchange Act or state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification, or compliance, and the Company will reimburse each such Holder, and each of the Company Indemnified Parties such Holder’s officers, directors, partners, legal counsel, and accountants, and each person controlling such Holder, and each such underwriter, and each person who controls any such underwriter, for any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing investigating and defending or defending settling any such claim, loss, damage, liability liability, or action; provided that the Company will not be liable in any such case to the extent that any such claim, as loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such expenses are incurredHolder or underwriter and stated to be specifically for use in such document. The Parties expressly agree and acknowledge that the indemnity agreement contained in this Section 4.1 shall 8.6(a) will not 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 Company’s consent of the Company (which consent shall will not be unreasonably withheld withheld, delayed or delayedconditioned), 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 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 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 employeesemployees (collectively, “Representatives”), 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 Representatives, 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 documentdocument prepared by or on behalf of the Company and authorized to be distributed in connection with any registration, 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 (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 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 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 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 statementRegistration 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 3.1 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability or action (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 Registration Statement or prospectus) which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by or on behalf of any Holder or (b) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), such untrue statement or alleged untrue statement or omission or alleged omission 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 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 the officers, directors, partners, membersmembers and stockholders of each Holder, managerslegal counsel and accountants for each Holder, shareholders, accountants, attorneys, agents and employees, any underwriter (as defined in the Act) for such 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 Holder or underwriter within the meaning of Section 15 of the Securities Act (collectively, or the “Company Indemnified Parties”)1934 Act, against all expensesany losses, claims, damages or liabilities (joint or several) to which they may become subject under the Act, the 1934 Act or other federal or state securities laws, insofar as such losses, claims, 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 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”): (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any such registration statement, prospectusincluding any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, preliminary prospectus, any offering circular or other document, related registration statement or any amendment or supplement thereto notification incident to any such registration, qualification or compliance or based on any (ii) the omission (or alleged omission) omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (iii) any violation or alleged violation by the Company ofof the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated underunder the Act, the Securities Act, Exchange 1934 Act or any state securities laws applicable to the Company in connection with any such registration, laws; and the Company will reimburse pay, as incurred (subject to submission of supporting documentation in reasonable detail), to each such Holder, the officers, directors, partners, members and stockholders of the Company Indemnified Parties such Holder, legal counsel (which shall be one counsel for all such Holders absent a bona fide conflict of interest) and accountants for each such Holder and each underwriter or controlling person, any reasonable legal and any or other expenses reasonably incurred by them in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or action, as such expenses are incurred. The ; provided that the indemnity agreement contained in this Section 4.1 9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayedwithheld), 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 Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder or underwriter, or any person controlling such Holder or underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of any such Holder or (b) in the case of a sale directly underwriter to such person, if required 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)law to have been so delivered, 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 written confirmation of the sale of the Registrable Securities shares to such person, and if the Person asserting any prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability in any case in which such delivery is required by the Securities Actliability.

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 (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 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 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.documented out-of-pocket

Indemnification by Company. To The Company agrees to indemnify, 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 pursuant to this Agreement, indemnify each HolderStockholder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, affiliate of Stockholder and each Person controlling such Holder officer, director, employee, counsel, agent or any representative of the foregoing within the meaning of Section 15 of the Securities Act, Stockholder and each underwriter thereof, if any, its affiliates and each Person who controls any such underwriter Person (within the meaning of either Section 15 of the Securities Act (collectivelyor Section 20 of the Exchange Act) against, the “Company Indemnified Parties”)and hold it and them harmless from, against all expenseslosses, claims, lossesdamages, damagesliabilities, costs (including including, without limitation, costs of preparation and reasonable attorney’s attorneys' fees and any legal or other fees or disbursements) and expenses, including expenses actually incurred by such party in connection with any of investigation or proceeding)(collectively, judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof"Losses") arising out of of, caused by 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 or other documentRegistration Statement, 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 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 misleadingmisleading (a "Misstatement/Omission"), or any violation or alleged violation by the Company ofof the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under, under the Securities Act, the Exchange Act or any 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 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 liable insofar as such Misstatement/Omission 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 violation 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 made in reliance upon and in conformity with written information furnished in writing to the Company by Stockholder expressly for use in therein. In connection with an underwritten offering, the Company will indemnify such registration by or on behalf underwriters, their officers and directors and each Person who controls such underwriters (within the meaning 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 either Section 15 of the final Securities Act or amended prospectus at or prior Section 20 of the Exchange Act) to the confirmation of the sale of the Registrable Securities same extent as provided above with respect to the Person asserting indemnification of Stockholder. This indemnity shall be in addition to any such loss, claim, damage or liability in any case in other indemnification arrangements to which such delivery is required by the Securities ActCompany may otherwise be party.

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 (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 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 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 extent permitted by applicable law, 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 each Holder, each Holder’s '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 or Section 20 of the Exchange Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “"Company Indemnified Parties”"), against 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 Company 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 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 extent permitted by applicable law, By countersigning this Agreement the Company will, with respect and each other Credit Party 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 each Holder, each Holder’s current upon demand the Collateral Agent and former officersits Affiliates, directors, partnersofficers, membersemployees, managers, shareholders, accountants, attorneyscounsel, 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 attorneys-in-fact (collectively, collectively the “Company Indemnified PartiesAgent-Related Persons”)) from and against any and all liabilities, against all expenses, claimsobligations, 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)penalties, claims, demands, actions, judgments, finessuits, penaltiescosts, chargesexpenses and disbursements, amounts paid including attorneys’ fees and disbursements (including allocated costs of in-house counsel) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Agent-Related Person in settlement and other liabilities, joint any way relating to or several (or actions in respect thereof) arising out of or based on in connection with (a) the execution, delivery, enforcement, performance or administration of this Agreement, any untrue statement Collateral Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Secured Obligation or the use or proposed use of the proceeds therefrom, (c) any actual or alleged untrue statement) presence or release of a material fact contained in Hazardous Materials on or from any registration statementproperty currently or formerly owned or operated by the Company, prospectus, preliminary prospectus, offering circular any of its direct or indirect subsidiaries or any other documentCredit Party, or any amendment Environmental Liability related in any way to the Company, any of its direct or supplement thereto incident indirect subsidiaries or any other Credit Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any such registrationof the foregoing, qualification or compliance or whether based on contract, tort or any omission other theory (including any investigation of, preparation for, or alleged omissiondefense of any pending or threatened claim, investigation, litigation or proceeding) to state therein and regardless of whether any Agent-Related Person is a material fact required to be stated therein or necessary to make party thereto (all the statements thereinforegoing, collectively, the “Indemnified Liabilities”), in light all cases, whether or not caused by or arising, in whole or in part, out 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 negligence of the Company Indemnified Parties for any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any Agent-Related Person; provided that such claim, loss, damage, liability or actionindemnity shall not, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any lossAgent-Related Person, 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) available to the extent that it arises out such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or is based upon a violation or alleged violation willful misconduct of such Agent-Related Person. No Agent-Related Person shall be liable for any damages arising from the use by others of any state information or federal law (including other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any claim Agent-Related Person have any liability for any indirect or consequential damages relating to this Agreement or any Collateral Document or 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 its activities in connection with such registration by herewith or on behalf therewith (whether before or after the date of any Holder or (b) this Agreement). All amounts due under this Section shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive 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 resignation of the final Collateral Agent and the repayment, satisfaction or amended prospectus at or prior to the confirmation discharge 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 ActSecured Obligations.

Indemnification by Company. To In consideration of each Investor’s execution and delivery of this Agreement and its acquisition of the extent permitted by applicable lawSecurities hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Registration Rights Agreement, and the Warrants, the Company willwill defend, 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 Agreementprotect, indemnify and hold harmless each HolderInvestor and each other holder of the Securities and all of their stockholders, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and each Person controlling such Holder direct or indirect investors and any of the foregoing within person’s agents or other representatives (including, without limitation, those retained in connection with 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 transactions contemplated by this Agreement) (collectively, the “Company Indemnified PartiesIndemnitees”)) from and against any and all actions, against all expensescauses of action, suits, 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, finescosts, penalties, chargesfees, amounts paid liabilities and damages, and expenses in settlement connection therewith (regardless of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred or suffered by an Indemnitee as a result of, or arising out of, or relating to (a) any breach of any representation or warranty made by the Company herein or in any other liabilitiescertificate, joint instrument or several document contemplated hereby or thereby, (b) any breach of any covenant, agreement or actions obligation of the Company contained herein or in respect thereofany other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or based on any untrue statement resulting from the execution, delivery, performance, breach or enforcement of this Agreement, the Registration Rights Agreement or the Warrants by the Company; provided, however, that, with respect to this clause (c), the Company shall not be liable to the extent such Indemnified Liabilities are finally determined by a court of competent jurisdiction to have resulted primarily and directly from the Investors’ gross negligence 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 willful misconduct. To the statements therein, in light of extent that the circumstances in which they were made, not misleading, or any violation foregoing undertaking by the Company ofis unenforceable for any reason, 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 make the maximum contribution to the payment and satisfaction of 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 Liabilities that 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 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 Actpermissible under applicable law.

Indemnification by Company. To In the extent permitted event of any registration -------------------------- under the Securities Act by applicable law, the Company will, with respect any registration statement pursuant to any rights granted in this Agreement of Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreementheld by Shareholders, 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, Company will hold harmless Shareholders and each underwriter thereofof such securities and each other person, if any, and each Person who controls any Shareholder or such underwriter within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court), joint or several, to which Shareholders or such underwriter or controlling person may become subject under the Securities Act (collectivelyor otherwise, the “Company Indemnified Parties”), against all expensesinsofar as such losses, 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 liabilities (or any actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained (i) contained, on its effective date, in any registration statement, prospectus, preliminary prospectus, offering circular or other document, statement under which such securities were registered under the Securities Act or any amendment or supplement thereto incident to any such registrationof the foregoing, qualification or compliance which 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 thereintherein not misleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, or in light the final prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment or supplement to the final prospectus) if used within the period which Company is required to keep the registration to which such registration statement or prospectus relates current under Section 2.4, or which arise out of or are based ----------- upon the circumstances omission or alleged omission (if so used) to state a material fact required to be stated in which they were made, such prospectus or necessary to make the statements in such prospectus 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 Shareholders and each of the Company Indemnified Parties such underwriter and each such 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, 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) liability; provided, however, that Company shall -------- ------- not be liable to any Shareholder or its underwriters or controlling persons 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the such registration statement or prospectus) which occurs such amendment or supplement, in reliance upon and in conformity with written information furnished expressly to Company through a written instrument duly executed by Shareholders or such underwriter specifically 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 Actpreparation thereof.

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 delayedwithheld), nor shall the Company be liable to a Holder in any such case for any such loss, claim, damage, liability Losses 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 occurs in reliance upon and in conformity with written information regarding such Holder furnished expressly for use to the Company by such Holder or its authorized representatives in connection with such registration by or on behalf of any Holder or (b) expressly for use 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 registration 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 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 Act, and each underwriter Underwriter thereof, if any, and each of its directors, officers 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 or incorporated by reference in any registration statement, prospectus, preliminary prospectus, final prospectus, offering circular circular, “issuer free writing prospectus” (as such term is defined in Rule 433 of 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 the light of the circumstances in under 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 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 2.09) the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented legal expenses and any other reasonable and documented expenses reasonably actually incurred in connection with investigating, preparing or defending or, subject to the last sentence of this Section 2.09, 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 (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) 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 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 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, 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 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 shall indemnify and hold harmless, 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”), Selling Stockholder against all expenseslosses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys' fees) insofar as such losses, claims, 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 arise out of or are based on (i) any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statementRegistration Statement under which Shares owned by such Selling Stockholder were registered under the Securities Act, prospectus, any Prospectus or preliminary prospectus, offering circular or other document, prospectus or any amendment thereof or supplement thereto incident to or any such registrationdocuments filed under state securities or "Blue Sky" laws in connection therewith, 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, in the light of the circumstances in under which they were made) not misleading or (iii) any violations or alleged violation of the Securities Act, not misleadingthe Exchange Act, or any violation by the Company of, applicable state securities law or any rule or regulation promulgated under, under the Securities Act, the Exchange Act or any applicable state securities laws applicable to the Company law in connection with any the offering covered by such registrationRegistration Statement (items (i), (ii) and (iii) are collectively referred to herein as "Violations"); and the Company will reimburse each of the Company Indemnified Parties such Selling Stockholder for any reasonable legal and any or other expenses reasonably incurred by them in connection with investigating, preparing investigating or defending any such loss, claim, loss, damage, liability or action; provided, as such expenses are incurred. The however, that the indemnity agreement contained in this Section 4.1 10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (Company, which consent shall not be unreasonably withheld or delayed)withheld, 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 on 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 Violation 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 ActSelling Stockholder.

Indemnification by Company. To the extent permitted by applicable law, the 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 each Holder, each Holder’s current and former of its officers, directors, and partners, memberslegal counsel, managers, shareholders, accountants, attorneys, agents and employees, accountants and each Person controlling such Holder or any of the foregoing within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected pursuant to Sections 3 and 4, and each underwriter thereofunderwriter, 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”)any underwriter, 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 liabilities (or actions actions, proceedings, or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular, or other document (including any related registration statement, prospectus, preliminary prospectus, offering circular or other documentnotification, or any amendment or supplement thereto the like) incident to any such registration, qualification 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, therein not misleading, or any violation by the Company ofof the Securities Act, or any rule or regulation promulgated under, the Securities Act, Exchange Act thereunder and relating to action or state securities laws applicable to inaction required of 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 its officers, directors, partners, legal counsel, and accountants and each Person controlling such Holder, each such underwriter, and each Person who controls any such underwriter, for any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing investigating and defending or defending settling any such claim, loss, damage, liability liability, or action, as provided that the Company will not be liable in any such expenses are incurredcase to the extent that any such claim, loss, damage, liability, or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use therein. The It is agreed that the indemnity agreement contained in this Section 4.1 6.1 shall not 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 has not be been unreasonably withheld or delayedwithheld), 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 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 In connection with any registration of any Registrable Shares under the extent permitted by applicable lawSecurities Act pursuant to this Agreement, the Company willshall indemnify, defend and hold harmless Xxxxxxxxx and Xxxxxx and each underwriter of an offering of such securities, each of Xxxxxxxxx'x, Xxxxxx'x and each of such underwriter's officers, directors, and partners, and each person controlling that underwriter, 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 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 costs, expenses 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)liabilities whatsoever, 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 (1) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other documentdocuments (including any related registration statement, notification or any amendment or supplement thereto the like) incident to any such registration, registration or qualification or compliance or based on compliance, (2) any omission (or alleged omission) to state therein in any such registration statement, prospectus, offering circular, or other document 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 (3) any violation by Company of the Company ofSecurities Act, the Exchange Act or any federal or state securities law or any rule or regulation promulgated under, under the Securities Act, the Exchange Act or any federal or state securities laws law applicable to Company or the offering and relating to action or inaction required of Company in connection with any such registration, qualification or compliance. Company shall reimburse Xxxxxxxxx, Xxxxxx and the Company will reimburse each of the Company Indemnified Parties such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses reasonably incurred in connection with investigating, preparing investigating or defending any such claim, loss, damage, cost, expense, liability or actionaction of the type and nature described in this Section 10.1; provided, as such expenses are incurred. The however, that the indemnity agreement obligation contained in this Section 4.1 10.1 shall not 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). Notwithstanding the foregoing, nor Company shall the Company not be liable to a Holder Xxxxxxxxx in any such case for any such loss, claim, damage, liability or action (a) pursuant to the provisions of this Section 10.1 to the extent that it any such claim, loss, damage, cost, expense, or liability arises out of or is based upon a violation on any untrue statement or alleged violation omission based on written information furnished to Company by Xxxxxxxxx for use in any such prospectus, offering circular or other document, and Company shall not be liable to Xxxxxx in any such case pursuant to the provisions of this Section 10.1 to the extent that any state such claim, loss, damage, cost, expense, or federal law (including any claim arising liability arises out of or is 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 based on written information furnished expressly to Company by Xxxxxx for use in connection with any 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 offering circular 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 Actother document.

Indemnification by Company. To Subject to the extent permitted by applicable lawprovisions of this Section 5.8(a), the Company willwill indemnify and hold Investor, 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 attorneys, indemnify and each Holderof their directors, each Holder’s current and former officers, directorsshareholders, partners, members, managers, shareholders, accountants, attorneys, agents and employees, agents, and each any Person controlling such Holder or any of the foregoing who controls Investor 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 (collectively, the “Company Indemnified Investor Parties” and each an “Investor Party”), against harmless from any and all expenseslosses, liabilities, obligations, claims, lossescontingencies, damages, costs (and expenses, 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), all judgments, fines, penalties, charges, amounts paid in settlement settlements, court costs and other liabilitiesreasonable attorneys’ fees and costs of investigation (collectively, joint “Losses”) that any Investor Party may suffer or several (or actions in respect thereof) arising out incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents, (b) any action instituted against any Investor Party, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of an Investor Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based on upon a breach of Investor’s representation, warranties or covenants or agreements under the Transaction Documents or any agreements or understandings Investor may have with any such stockholder or any violations by Investor of state or federal securities laws or any conduct by Investor which constitutes fraud, gross negligence, willful misconduct or malfeasance), (c) any untrue statement (or alleged untrue statement) statement of a material fact contained in a Registration Statement (or in a Registration Statement as amended by any registration statement, prospectus, preliminary prospectus, offering circular post-effective amendment thereof by the Company) or other document, or any amendment or supplement thereto incident to any such registration, 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 not misleading, and/or (d) any untrue statement or alleged untrue statement of a material fact included in any Prospectus ( or any amendments or supplements to any Prospectus), or arising out of or based upon any omission or alleged omission to state 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 (i) the Company of, shall not be obligated to indemnify any Investor Party for any Losses finally adjudicated to have been caused solely by an untrue statement of a material fact or any rule or regulation promulgated under, the Securities Act, Exchange Act or an omission to state securities laws applicable a material fact made in reliance upon and conformity with information furnished to the Company in connection with any writing by or on behalf of 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 occurs in reliance upon and in conformity with written information furnished Person expressly for use in connection with the Registration Statement or the Prospectus (or any amendment or supplement thereto) and (ii) the foregoing indemnity shall not inure to the benefit of any Investor Party from whom the Person asserting any Losses purchased Securities, if a copy of the Prospectus (as then supplemented) was not sent or given by or on behalf of such registration Investor Party to such Person, if required by law to have been delivered, at or prior to the written confirmation of the sale of such Securities to such person, and if delivery of the Prospectus (as then supplemented) would have cured the defect giving rise to such Losses. The parties intend that any Losses subject to indemnification under this Section 5.8(a) will be net of insurance proceeds (which Investor agrees to use commercially reasonable efforts to recover or cause any Investor Party to recover). Accordingly, the amount which the Company is required to pay any Investor Party under this Section 5.8(a) will be reduced by any insurance proceeds actually recovered by or on behalf of any Holder or (bInvestor Party in reduction of the related Losses. In addition, if an Investor Party receives indemnification from the Company under this Section 5.8(a) in respect of any Losses and subsequently receives any such insurance proceeds, then Investor will pay, or will cause such other Investor Party to pay, to the case Company an amount equal to the indemnification payment received under this Section 5.8(a) less the amount of a sale directly the indemnification payment that would have been due if the insurance proceeds had been received, realized or recovered before such indemnification payment was made. However, no provision herein regarding insurance proceeds shall delay payment by a Holder of Registrable Securities (including a sale of the Company to any Investor Party for any indemnified Losses. Notwithstanding anything to the contrary contained herein, the Company also agrees that neither Investor nor any such Registrable Securities through Affiliates, partners, directors, agents, employees or controlling persons shall have any underwriter retained by such Holder engaging in a distribution solely liability to the Company or any Person asserting claims 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 right of the final or amended prospectus at or prior to the confirmation Company solely as a result 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 acquiring the Securities Actunder this Agreement.

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 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 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 or proceedings 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 circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) 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 (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 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 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 each Holder requesting or joining in a registration, each agent, officer and director of such Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person 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 selling broker of the Securities Act securities so registered (each, an "Indemnitee" and collectively, the “Company Indemnified Parties”), "Indemnitees") 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 liabilities (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 document incident to any such registration, qualification or compliance (or based on in any related registration statement, notification or the like) or 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 ofof the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws or any rule or regulation promulgated under, under the Securities Act, the Exchange Act or a state securities laws law, in each case applicable to the Company in connection with any such registrationCompany, and the Company will reimburse each of the Company Indemnified Parties such Indemnitee for any reasonable legal and any other fees and expenses reasonably incurred in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, PROVIDED, HOWEVER, that the Company will not be liable to any Indemnitee in any such case to the extent that any such claim, loss, damage or liability is caused by any untrue statement or omission so made in strict conformity with written information furnished to the Company by an instrument duly executed by such Indemnitee and stated to be specifically for use therein and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such expenses are incurred. The untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter, or any Indemnitee if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; PROVIDED, FURTHER, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; PROVIDED, FURTHER, that the indemnity agreement contained in this Section 4.1 9.9(a) shall not apply to amounts paid in settlement of any such claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (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 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 Actwithheld.

Indemnification by Company. To the extent permitted by applicable law, -------------------------- the Company willwill indemnify each Holder, each of its officers, directors, shareholders, employees, representatives and partners, and each 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) thereon, 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 its officers, directors, shareholders, employees, representatives and partners, 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 (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 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 or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter, or on behalf controlling person; or (iii) inure to the benefit of any Holder underwriter from whom the person asserting any such loss, claim, damage or (b) in liability purchased the case of a sale directly by a Holder of Registrable Securities which are the subject thereof (including or to the benefit of any person controlling such underwriter) with respect to a sale preliminary prospectus or final prospectus if such underwriter (if required by the Act) failed to send or give a copy of such Registrable Securities through any underwriter retained the most recent prospectus, if the most recent prospectus furnished by such Holder engaging in a distribution solely on behalf of such Holder), such the Company shall correct the 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 which is the basis of the final loss, claim, damage, liability, or amended prospectus action for which indemnification is sought, to such person at or prior to the written confirmation of the sale of the such Registrable Securities to such person. This indemnity will be in addition to any liability which the Person asserting any such loss, claim, damage or liability in any case in which such delivery is required by the Securities ActCompany may otherwise have.

Indemnification by Company. To The Company shall indemnify the extent permitted by applicable lawIssuer (and any sub-agent thereof), and 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 employeesIssuer, and each Person controlling such Holder or Related Parties of any of the foregoing within the meaning of Section 15 of the Securities ActPersons (each such Person being called an “Indemnitee”) against, and hold each underwriter thereofIndemnitee harmless from, if anyany and all liabilities, 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, claimsobligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including costs of preparation settlement costs), disbursements and reasonable attorney’s out-of-pocket fees and expenses (including the reasonable fees, charges and disbursements of any legal counsel for any Indemnitee) of any kind or other fees or expenses actually nature whatsoever which may at any time be imposed on, incurred by such party or asserted or awarded against any Indemnitee in connection with any investigation way relating to 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 or by reason of (i) any such registrationactual or prospective claim, and the Company will reimburse each of the Company Indemnified Parties for litigation, investigation or proceeding in any reasonable legal and any other expenses reasonably incurred way relating to, arising out of, in connection with investigatingor by reason of any of the following, preparing whether based on contract, tort or defending any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation or proceeding): (x) the execution, delivery, enforcement, performance or administration of any Loan Document or any other document delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby or (y) any Commitment, any L/C Credit Extension or the use or proposed use thereof or of the proceeds thereof (including any refusal by the Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, fees and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of such Indemnitee and regardless of whether such Indemnitee is a party thereto, and whether or not any such claim, losslitigation, damage, liability investigation 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 proceeding 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 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 brought by the Securities ActCompany, its equity holders, its affiliates, its creditors or any other Person.

Indemnification by Company. To The Company will indemnify each Holder joining in a registration and each underwriter of the extent permitted by applicable lawsecurities so registered, 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 directors and employees, partners of each such person and each Person controlling such Holder or person who controls any of the foregoing thereof (within the meaning of Section 15 of the Securities Act, ) and each underwriter thereof, if any, their respective successors in title and each Person who controls assigns against any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), against and 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 liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a any material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular or other document, or any amendment or supplement thereto document incident to any such registration, qualification or compliance (or based on in any related registration statement, notification or the like) or any omission (or alleged omission) to state therein a any 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 of any rule or regulation promulgated under, under the Securities Act, Exchange Act or state securities laws applicable to the Company and relating to any action or inaction required of the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each of the Company Indemnified Parties such Holder, underwriter, officer, director, partner and controlling person 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; provided, as such expenses are incurred. The indemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any losshowever, claim, damage, liability or action if such settlement is effected without the prior written consent of 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 any such loss, claim, damage, liability or action (a) to the extent that it any such claim, loss, 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 actual or alleged untrue statement or omission or alleged omission in the registration statement or prospectuswhich (i) which occurs in reliance was based upon and in conformity with written information furnished expressly for use in connection with writing to the Company by any such registration by Holder, underwriter, officer, director, partner or on behalf of any Holder controlling person, or (bii) in the case of related to 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 preliminary prospectus and was corrected in a the final prospectus if any such Holder, underwriter, officer, director, partner or amended prospectus, and such Holder controlling person 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 Actapplicable purchaser(s).

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 AgreementSection 4.11, defend, indemnify and hold harmless each Holder, each Holder’s current Purchaser and former its officers, directors, partnersshareholders, members, managerspartners, shareholdersrepresentatives, accountantsadvisors, attorneysemployees and agents, agents and employees, and each Person controlling who controls such Holder or any of the foregoing Purchaser (within the meaning of Section 15 of the Securities Act) and the directors, and each underwriter thereofofficers, if anyshareholders, and each Person who controls any representatives, advisors, agents, members, partners or employees of such underwriter within the meaning of Section 15 of the Securities Act controlling Persons (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 liabilitiesLosses, 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 statementRegistration 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 4.11(g)(i) 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 Purchaser in any such case for any such loss, claim, damage, liability or action (aA) 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) 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 the Purchaser seeking indemnification or (bB) in the case of a sale directly by a Holder of Purchaser that holds Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder Purchaser engaging in a distribution solely on behalf of such HolderPurchaser), such untrue statement or alleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, the Company had previously furnished copies of such final or amended prospectus to such Purchaser or such underwriter and such Holder Purchaser 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 extent permitted by applicable law, the The Company willshall, 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, accountantsagents, attorneys, agents employees and employeesAffiliates, 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 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 (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 occurs in reliance upon and in conformity with written information furnished by or on behalf of any Holder 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 Actregistration.

Indemnification by Company. To In the extent permitted event of any registration under the Securities Act by applicable law, the Company will, with respect any registration statement pursuant to any rights granted in this Agreement of Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreementheld by Shareholders, 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, Company will hold harmless Shareholders and each underwriter thereofof such securities and each other person, if any, and each Person who controls any Shareholder or such underwriter within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court), joint or several, to which Shareholders or such underwriter or controlling person may become subject under the Securities Act (collectivelyor otherwise, the “Company Indemnified Parties”), against all expensesinsofar as such losses, 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 liabilities (or any actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained (i) contained, on its effective date, in any registration statement, prospectus, preliminary prospectus, offering circular or other document, statement under which such securities were registered under the Securities Act or any amendment or supplement thereto incident to any such registrationof the foregoing, qualification or compliance which 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 thereintherein not misleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, or in light the final prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment or supplement to the final prospectus) if used within the period which Company is required to keep the registration to which such registration statement or prospectus relates current under SECTION 2.4, or which arise out of or are based upon the circumstances omission or alleged omission (if so used) to state a material fact required to be stated in which they were made, such prospectus or necessary to make the statements in such prospectus 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 Shareholders and each of the Company Indemnified Parties such underwriter and each such 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, 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) liability; PROVIDED, HOWEVER, that Company shall not be liable to any Shareholder or its underwriters or controlling persons 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the such registration statement or prospectus) which occurs such amendment or supplement, in reliance upon and in conformity with written information furnished expressly to Company through a written instrument duly executed by Shareholders or such underwriter specifically 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 Actpreparation thereof.

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 each Holder requesting or joining in a registration, each agent, officer and director of such Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person 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 each underwriter and selling broker of the securities so registered (each, an "Indemnitee" and collectively, the “Company Indemnified Parties”), "Indemnitees") 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 liabilities (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 prospectusoffering, offering circular or other document, or any amendment or supplement thereto document incident to any such registration, qualification or compliance (or based on in any related registration statement, notification or the like) or 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 ofof the Securities Act, the Exchange Act, or state securities laws or any rule or regulation promulgated under, under the Securities Act, the Exchange Act or a state securities laws law, in each case applicable to the Company in connection with any such registrationCompany, and the Company will reimburse each of the Company Indemnified Parties Indemnitee for any reasonable legal and any other fees and expenses reasonably incurred in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, provided however, that the Company will not be liable to any Indemnitee in any such case to the extent that any such claim, loss, damage or liability is caused by any untrue statement or omission based upon written information furnished to the Company by or on behalf of such Indemnitee for use therein and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such expenses are incurred. The untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter or any Indemnitee if there is no underwriter, if a copy of the Final Prospectus was not furnished by such underwriter or Indemnitee to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act and such underwriter or Indemnitee was required under the Securities Act to furnish such Final Prospectus; provided further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this Section 4.1 8(a) shall not apply to amounts paid in settlement of any such claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (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 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 Actwithheld.

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 reasonable and documented attorney’s fees and expenses 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 or proceedings, 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 (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 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 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 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) to the extent arising out of or based on (a) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular 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 (b) 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, misleading or (c) any violation or alleged violation by the Company of, of the Securities Act or any other similar federal or state securities laws 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, qualification or compliance, and the Company will reimburse each of the Company Indemnified Parties for any reasonable documented out-of-pocket legal expenses and any other reasonable documented out-of-pocket expenses reasonably incurred 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 ; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any claim, 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 claim, 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 occurs in reliance upon and in conformity with written information furnished by or on behalf of any Holder 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 Actregistration.

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 each Holder requesting or joining in a registration, each agent, officer and director of such Holder, each Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person 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 selling broker of the Securities Act securities so registered (each, an "Indemnitee" and 18 collectively, the “Company Indemnified Parties”), "Indemnitees") 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 liabilities (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 document incident to any such registration, qualification or compliance (or based on in any related registration statement, notification or the like) or 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 ofof the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or state securities laws or any rule or regulation promulgated under, under the Securities Act, the Exchange Act or a state securities laws law, in each case applicable to the Company in connection with any such registrationCompany, and the Company will reimburse each of the Company Indemnified Parties such Indemnitee for any reasonable legal and any other fees and expenses reasonably incurred in connection with investigating, preparing investigating or defending any such claim, loss, damage, liability or action, provided, however, that the Company will not be liable to any Indemnitee in any such case to the extent that any such claim, loss, damage or liability is caused by any untrue statement or omission so made in strict conformity with written information furnished to the Company by an instrument duly executed by such Indemnitee and stated to be specifically for use therein and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such expenses are incurred. The untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter, or any Indemnitee if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this Section 4.1 9.9(a) shall not apply to amounts paid in settlement of any such claim, loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the Company (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 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 Actwithheld.

Indemnification by Company. To In the extent permitted event of any registration under the Securities Act by applicable law, the Company will, with respect any registration statement pursuant to any rights granted in this Agreement of Registrable Securities as to which registration or qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreementheld by Shareholders, 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, Company will hold harmless Shareholders and each underwriter thereofof such securities and each other person, if any, and each Person who controls any Shareholder or such underwriter within the meaning of Section 15 the Securities Act, against any losses, claims, damages, or liabilities (including legal fees and costs of court), joint or several, to which Shareholders or such underwriter or controlling person may become subject under the Securities Act (collectivelyor otherwise, the “Company Indemnified Parties”), against all expensesinsofar as such losses, 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 liabilities (or any actions in respect thereof) arising arise out of or are based on upon any untrue statement (or alleged untrue statement) statement of a any material fact contained (i) contained, on its effective date, in any registration statement, prospectus, preliminary prospectus, offering circular or other document, statement under which such securities were registered under the Securities Act or any amendment or supplement thereto incident to any such registrationof the foregoing, qualification or compliance which 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 thereintherein not misleading or (ii) contained in any preliminary prospectus, if used prior to the effective date of such registration statement, or in light the final prospectus (as amended or supplemented if Company shall have filed with the SEC any amendment or supplement to the final prospectus) if used within the period which Company is required to keep the registration to which such registration statement or prospectus relates current under Section 2.4, or which arise out of or are based upon the circumstances omission or alleged omission (if so used) to state a material fact required to be stated in which they were made, such prospectus or necessary to make the statements in such prospectus 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 Shareholders and each of the Company Indemnified Parties such underwriter and each such 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, 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) liability; provided, however, that Company shall not be liable to any Shareholder or its underwriters or controlling persons 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the such registration statement or prospectus) which occurs such amendment or supplement, in reliance upon and in conformity with written information furnished expressly to Company through a written instrument duly executed by Shareholders or such underwriter specifically 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 Actpreparation thereof.

Indemnification by Company. To the extent permitted The Company agrees that any inaction or omission or action taken 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 LC Issuer 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 Lender under 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 Letter 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 documentCredit, or any amendment related drafts or supplement thereto incident documents, if in good faith and without gross negligence, shall be binding on the Company and shall not put such LC Issuer or Lender under any resulting liability to the Company. The Company further agrees to protect, indemnify, pay and save each LC Issuer and each Lender harmless from and against any such registrationand all claims, qualification or compliance or based on demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees, which attorneys may be employees of 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, LC Issuer or any violation by the Company of, Lender) which any LC Issuer or any rule Lender may incur or regulation promulgated underbe subject to as a consequence, direct or indirect, of (a) any inaction or omission or action taken by such LC Issuer or the Securities Act, Exchange Act Lenders under or state securities laws applicable to the Company in connection with any Letter of Credit, or any related drafts or documents, including the issuance of any Letter of Credit or the failure to honor a drawing under any Letter of Credit or (b) the use which may be made of any Letter of Credit or the proceeds of any drawing thereunder, except to the extent that any such registrationamount results from the gross negligence or willful misconduct of the person to be indemnified, as determined by a court of competent jurisdiction. Each LC Issuer shall give the Company prompt written notice of any event or condition that requires indemnification hereunder, or any allegation that such event or condition exists, promptly upon obtaining knowledge thereof; provided that the failure to give such notice shall not adversely affect any rights to indemnification or other relief hereunder. To the extent that the Company makes, or to the Lenders' and the LC Issuer's reasonable satisfaction provides for, payment under this Section 10.5, and the Company will reimburse each is otherwise in compliance with the terms and conditions of this Agreement, the Company shall be subrogated to the rights of the LC Issuers and the Lenders with respect to such liability or claim and shall have the right to control litigation related thereto and to determine the settlement of claims thereon. The obligations 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 under this Section 4.1 10.5 shall not apply to amounts paid in settlement survive the termination 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 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 Actthis Agreement.