Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities and expenses arising out of (i) any untrue or allegedly untrue statement of material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, except to the extent the untrue statement or omission resulted from information that the holder furnished in writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreements.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant The Company agrees to this Agreementindemnify and hold harmless, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors directors and agents, employees and each Person who controls such holder (within the meaning of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities and expenses arising out of (i) caused by any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to insofar as the extent the untrue statement same are caused by or omission resulted from contained in any information that the holder furnished in writing to the Company by such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such holder failed to deliver a copy of the Prospectus to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected such untrue statement or omission; and provided, further, that the Company shall not be liable in any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, case to the extent customarily required by that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the managing underwriterProspectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the holder of Registrable Securities thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with a sufficient number of copies of the same. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the same extent customary in such agreementsas provided above with respect to the indemnification of the holders of Registrable Securities, if requested.

Indemnification by Company. In the event of any registration connection with each Registration Statement relating to disposition of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawSecurities, the Company agrees to shall indemnify and hold harmless each holder Holder and each underwriter of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Securities and each Person Person, if any, who controls such Holder or underwriter (within the meaning of section 15 of the Securities Act and or section 20 of the Exchange Act) the holder against any and all losses, claims, damagesdamages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein Prospectus or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; provided, however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of section 15 of the circumstances under which Securities Act or section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such statements were made, except to the extent the untrue statement or omission resulted from or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary Prospectus, or such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly by such Holder or underwriter specifically for use therein; provided, and (ii) any failure to comply with any lawfurther, rule or regulation applicable that the Company shall not be liable to such registration. Such indemnity shall remain Holder or any underwriter (or any person controlling such Holder or underwriter) with respect to any such untrue statement or alleged untrue statement or omission made in full force and effectany preliminary Prospectus that is corrected in the Prospectus (or any amendment or supplement thereto) if the person asserting any such loss, regardless claim, damage or liability purchased shares of the Common Stock from such Holder or underwriter but was not given a copy of the Prospectus (as amended or supplemented) in any investigation made by case where such indemnified party, and shall survive delivery of the transfer of such Registrable Securities by such holder. In connection with a firm Prospectus (as amended or best efforts underwritten offering, to the extent customarily supplemented) was required by the managing underwriterSecurities Act. The Company shall also indemnify selling brokers, dealer managers and similar securities industry professionals participating in the Company will indemnify the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of section 15 of the Securities Act and or section 20 of the Exchange Act) the underwriters, to the same extent customary as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in such agreementsaddition to any liability which the Company may otherwise have.

Indemnification by Company. In To the event of extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s current and former officers, directors, trusteespartners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agentseach 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 the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such Registrable Securities were registered term is defined in Rule 433 under the Securities Act) or other document, any prospectus or preliminary prospectus contained therein in each case related to such registration statement, or any amendment thereof or supplement thereto, 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company in connection with any registration or offering hereunder and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent the 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 resulted from or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information that the holder regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives expressly for use therein, and (ii) any failure to comply in connection with any law, rule such registration by or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless on behalf of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In the event of If any registration of Registrable Securities are included in a registration statement of the Company under the Securities Act pursuant to this Agreement, then, to the full extent permitted by law, the Company agrees to will indemnify and hold harmless each holder of Registrable SecuritiesHolder, its the partners or officers, directorsdirectors and stockholders of each Holder, trusteeslegal counsel and accountants for each Holder, partners, employees, advisors and agents, any underwriter (as defined in the Securities Act) for such Holder and each Person person, if any, who controls (such Holder or underwriter, within the meaning of the Securities Act and or the Exchange Act) the holder , against any and all losses, claims, damagesdamages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or any state securities laws, insofar as such losses, claims, damages or liabilities and expenses arising (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or allegedly alleged untrue statement of a material fact contained in such registration statement, including any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or preliminary final prospectus contained therein or any amendment thereof amendments or any supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein not misleading in light misleading, or (iii) any violation or alleged violation by the Company of the circumstances Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws; and the Company will reimburse each such Holder, partner, officer, director, stockholder, counsel, accountant, or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such statements were madecase for any such loss, except claim, damage, liability or action to the extent the untrue statement that it arises out of or omission resulted from is based upon a Violation that occurs in reliance upon and in conformity with written information that the holder furnished in writing to the Company expressly for use thereinin connection with such registration by any such Holder, partner, officer, director, stockholder, counsel, accountant or controlling person; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder, partner, officer, director, stockholder, counsel or accountant, or any person controlling such Holder, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the 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 such Holder or underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the shares to such person, and if the prospectus (iias so amended or supplemented) any failure to comply with any law, rule or regulation applicable would have cured the defect giving rise to such registration. Such indemnity shall remain in full force and effectloss, regardless of any investigation made by such indemnified partyclaim, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm damage or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsliability.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify and hold harmless each holder the members of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, the Underwriting Group and each Person person who controls (any member of the Underwriting Group within the meaning of Section 15 of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or at common law and to reimburse the persons indemnified for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses arising litigation arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement or any amendment thereof under which such Registrable thereto or any application or other document filed in order to qualify the Securities were registered under the Securities Actblue sky or securities laws of the states where filings were made, any prospectus or preliminary prospectus contained therein or any amendment thereof or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, except not misleading; PROVIDED, HOWEVER, that the indemnity agreement contained in this subsection 6.01 shall not apply to the extent members of the Underwriting Group or any person controlling a member of the Underwriting Group in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission resulted from or alleged omission, if such statement or omission was made in reliance upon information that peculiarly within the holder knowledge of a member of the Underwriting Group and furnished in writing to the Company expressly by a member of the Underwriting Group specifically for use therein, in connection with the preparation of the Registration Statement and (ii) Prospectus or any failure such amendment or supplement thereto. This indemnity agreement is in addition to comply with any law, rule other liability which the Company may otherwise have to the members of the Underwriting Group or regulation applicable to such registrationany person controlling a member of the Underwriting Group. Such indemnity shall remain in full force and effect, regardless Each member of the Underwriting Group agrees within 10 days after the receipt by it of written notice of the commencement of any investigation made by such indemnified partyaction against it or against any per son controlling it as aforesaid, and shall survive in respect of which indemnity may be sought from the transfer Company on account of the indemnity agreement contained in this subsection 6.01 to notify the Company in writing of the commencement thereof. The failure of such Registrable Securities by a member of the Underwriting Group so to notify the Company of any such holderaction shall relieve the person to whom such notice was not given from any liability which it may have to that member of the Underwriting Group or any person controlling it as aforesaid on account of the indemnity agreement contained in this subsection 6.01, but shall not relieve the Company from any other liability which it may have to that member of the Underwriting Group or such controlling person. In connection with case any such action shall be brought against a firm member of the Underwriting Group or best efforts underwritten offeringany such controlling person and the member of the Underwriting Group shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent customarily required that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to such member of the managing underwriterUnderwriting Group or such controlling person or persons, which is a defendant or which are defendants in such litigation. The Company shall not be liable for amounts paid in settlement of any such litigation if such settlement was effected without the written consent of the Company. If the Company elects to direct such defense, the Company will indemnify agrees to furnish to the underwriters, their officers and directors and each Person who controls (within the meaning involved member of the Securities Act Underwriting Group at its request, copies of all pleadings therein and to apprise the Exchange Act) involved member of the underwritersUnderwriting Group of all developments therein, all at the Company's expense, and to permit the extent customary in such agreementsmember of the Underwriting Group to be an observer therein.

Indemnification by Company. In To the event of fullest extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s current and former officers, directors, trusteespartners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agentseach 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 the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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 (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such Registrable Securities were registered term is defined in Rule 433 under the Securities Act) or other document, any prospectus or preliminary prospectus contained therein in each case related to such registration statement, or any amendment thereof or supplement thereto, 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent the 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 resulted from or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information that the holder regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required such registration by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in any such agreementsHolder.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to shall indemnify and hold harmless each holder Investor and each underwriter, if any, which facilitates the disposition of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Securities and each Person of their respective officers and directors and each person who controls (such Investor or underwriter within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange ActAct (each such person being sometimes hereinafter referred to as an "Indemnified Person") the holder from and against any and all losses, claims, damagesdamages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising (or actions in respect thereof) arise out of (i) any or are based upon an untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof or any an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, not misleading, or arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein not misleading a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statements they were made, except not misleading; and the Company hereby agrees to reimburse such Indemnified Person for all reasonable legal and other expenses incurred by them in connection with investigating or defending any such action or claim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission or alleged omission from, such Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 3(e) or of the delivery of a notice pursuant to Section 3(a) or 3(f), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to such Indemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission resulted from information that the holder furnished in writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable alleged omission giving rise to such registration. Such indemnity shall remain in full force and effectloss, regardless of any investigation made by such indemnified partyclaim, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm damage or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsliability.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant The Company shall, without limitation as to this Agreementtime, indemnify and hold harmless, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, agents and employees, advisors and agents, and each Person person who controls such holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) ), and the holder officers, directors, agents or employees of any such controlling person, from and against any and all losses, claims, damages, liabilities liabilities, costs (including, without limitation, all reasonable attorneys’ fees) and expenses (collectively “Losses”), as incurred, arising out of (i) or based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or preliminary prospectus or any amendment thereof under which such Registrable Securities were registered under the Securities Actor supplement thereto, any prospectus or preliminary prospectus contained therein arising out of or any amendment thereof or based upon any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements they were mademade (in the case of any Prospectus) not misleading, except insofar as the same are based solely upon information furnished to the Company by such holder for use therein; provided, however, that the Company shall not be liable in any such case to the extent the that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission resulted from information that made in any preliminary prospectus or Prospectus if (i) such holder failed to send or deliver a copy of the holder furnished in writing Prospectus or Prospectus supplement with or prior to the Company expressly for use therein, delivery of written confirmation of the sale of Registrable Securities and (ii) any failure to comply with any law, rule the Prospectus or regulation applicable to Prospectus supplement would have corrected such registrationuntrue statement or omission. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriterIf requested, the Company will shall also indemnify the underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers officers, directors, agents and directors employees and each Person person who controls such persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary in such agreementsas provided above with respect to the indemnification of the holders of Registrable Securities.

Indemnification by Company. In the event of any registration connection with each Registration -------------------------- Statement relating to disposition of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawSecurities, the Company agrees to shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, trustees, partners, employees, advisors directors and agents, agents and each Person underwriter of Registrable Securities and each Person, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder against any and all losses, claims, damagesdamages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; provided, however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any Person controlling such Holder or underwriter within the meaning of Section 15 of the circumstances under which Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such statements were made, except to the extent the untrue statement or omission resulted from or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly by such Holder or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain similar securities industry professionals participating in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in such agreementsaddition to any liability which the Company may otherwise have.

Indemnification by Company. In the event of any registration connection with each Registration Statement relating to disposition of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawSecurities, the Company agrees to shall indemnify and hold harmless each holder Holder and each underwriter of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Securities and each Person Person, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder against any and all losses, claims, damagesdamages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; provided, however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of Section 15 of the circumstances under which Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such statements were made, except to the extent the untrue statement or omission resulted from or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly by such Holder or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain similar securities industry professionals participating in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in such agreementsaddition to any liability which the Company may otherwise have.

Indemnification by Company. In the event of any registration connection with each Registration Statement relating to disposition of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawSecurities, the Company agrees to shall indemnify and hold harmless each selling holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Securities and each Person underwriter of Registrable Securities and each Person, if any, who controls any selling holder of Registrable Securities or underwriter (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder against any and all losses, claims, damagesdamages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; provided, however, that such indemnity shall not inure to the benefit of any selling holder of Registrable Securities or underwriter (or any Person controlling any selling holder of Registrable Securities or underwriter within the meaning of Section 15 of the circumstances under which Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such statements were made, except to the extent the untrue statement or omission resulted from or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly by such selling holder of Registrable Securities or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain similar securities industry professionals participating in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested. The indemnification obligation imposed on the Company under this Section 6(a) shall be in such agreementsaddition to any liability which the Company may otherwise have.

Indemnification by Company. In To the event of extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s current and former officers, directors, trusteespartners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agentseach 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 the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such Registrable Securities were registered term is defined in Rule 433 under the Securities Act) or other document, any prospectus or preliminary prospectus contained therein in each case related to such registration statement, or any amendment thereof or supplement thereto, 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company in connection with any registration or offering hereunder and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent the 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 resulted from or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information that the holder regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives expressly for use therein, and (ii) any failure to comply in connection with any law, rule such registration by or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless on behalf of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In To the event of extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s current and former officers, directors, trustees, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agents, and each Person who controls (controlling such Holder within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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 (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such Registrable Securities were registered term is defined in Rule 433 under the Securities Act) or other document, any prospectus or preliminary prospectus contained therein in each case related to such registration statement, or any amendment thereof or supplement thereto, 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 not misleading therein, in light of the circumstances under in which such statements they were made, except to not misleading, or any violation by the extent Company of the untrue statement Securities Act, the Exchange Act, any state securities law or omission resulted from information that the holder furnished in writing any rules or regulations thereunder applicable to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless without limiting the preceding portions of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriterthis Section 3.1), the Company will indemnify the underwriters, their officers and directors and reimburse each Person who controls (within the meaning of the Securities Act Company Indemnified Parties for any reasonable and the Exchange Act) the underwriters, to the extent customary in such agreements.documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket

Indemnification by Company. In connection with each Registration Statement relating to the event of any registration disposition of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawSecurities, the Company agrees to shall indemnify and hold harmless each holder Holder and each underwriter of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Securities and each Person Person, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder against any and all losses, claims, damagesdamages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; provided, however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any person controlling such Holder or underwriter within the meaning of Section 15 of the circumstances under which Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such statements were made, except to the extent the untrue statement or omission resulted from or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus or such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly by such Holder or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain similar securities industry professionals participating in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in such agreementsaddition to any liability which the Company may otherwise have.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify and hold harmless the Representative and the other Members of the Underwriting Group (for the purposes of this Section 6 collectively the "Underwriters") and each holder of Registrable Securitiesofficer, its officersdirector, directorsemployee, trusteesrepresentative, partnersagent, employeessurety, advisors and agentsguarantor, and each Person person who controls (each of the Underwriters within the meaning of Section 15 of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, any other statute, at common law, NASD requirements or otherwise and to reimburse the persons indemnified above for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, arbitration or any other proceeding (hereinafter referred to as "litigation" in this Section 6), whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses arising litigation arise out of (i) or are based upon this Agreement or any matter relating to the offer or sale of the Shares, including, but not limited to, any violation of any registration requirements, any improper use of sales literature or any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement or any amendment thereof under which such Registrable Securities were registered thereto or any application or other document filed in order to qualify the Shares under the Securities Actsecurities laws of the states where filings were made, any prospectus or preliminary prospectus contained therein or any amendment thereof or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, except not misleading as of the date of the Prospectus or such amendment or supplement; provided, however, that the indemnity agreement contained in this Section 6.1 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to the extent the Underwriters or any other person indemnified as provided above in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statements or alleged untrue statement, or any such omission or alleged omission, if such statement or omission resulted from was made in reliance upon information that peculiarly within the holder knowledge of the Underwriters and furnished in writing to the Company expressly by the Underwriters specifically for use therein, in connection with the preparation of the Registration Statement and (ii) Prospectus or any such amendment or supplement thereto. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the Underwriters or any other person indemnified as provided above. The Underwriters or any other person indemnified as provided above agree within twenty days after the receipt by them of written notice of the commencement of any action against them in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this Section 6.1 to notify the Company in writing of the commencement thereof. The failure of the Underwriters or any other person indemnified as provided above so to comply with notify the Company of any law, rule or regulation applicable such action shall relieve the Company from any liability which it may have to such registration. Such person on account of the indemnity agreement contained in this Section 6.1, but shall remain in full force and effect, regardless of not relieve the Company from any investigation made by such indemnified party, and shall survive other liability which it may have to the transfer of such Registrable Securities by such holderUnderwriters or any person identified above. In connection with a firm case any such action shall be brought against the Underwriters or best efforts underwritten offeringany other person indemnified as provided above and the Underwriters shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent customarily required that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the managing underwriterUnderwriters or any other person indemnified as provided above, defendant or defendants in such litigation. The Company agrees to notify the Company will indemnify Underwriters promptly of commencement of any litigation against it or any of its officers or directors, of which it may be advised, in connection with the underwriters, their officers issue and directors and each Person who controls (within the meaning sale of any of the Securities Act Shares or any securities included therein and the Exchange Act) the underwriters, to furnish to the extent customary in such agreementsUnderwriters, at their request, copies of all pleadings therein and permit the Underwriters to be observers therein and apprise the Underwriters of all developments therein, all at the Company's expense.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to shall indemnify and hold harmless each holder of Registrable SecuritiesLender, its each LC Issuer and Agent, and their respective directors, officers, directors, trustees, partners, employees, advisors agents and agents, employees from and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the holder against any and all claims and damages, losses, liabilities, costs or expenses (including reasonable counsel fees and disbursements) that such Lender, such LC Issuer or Agent incurs (or that is claimed against such Lender, such LC Issuer, or Agent by any Person whatsoever) by reason of or in connection with the issuance, signing, and delivery or transfer of or payment or failure to pay under any Facility LC issued by it or any actual or proposed use of any such Facility LC, including, without limitation, any claims, damages, liabilities losses, liabilities, costs or expenses (including reasonable counsel fees and expenses arising out disbursements) that such LC Issuer incurs by reason of or in connection with (i) the failure of any untrue other Lender to fulfill or allegedly untrue statement of material fact contained comply with its obligations to such LC Issuer under this Agreement (but nothing in this Section 2.16 affects any Registration Statement rights Company has against any Defaulting Lender) or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, except to the extent the untrue statement or omission resulted from information that the holder furnished in writing to the Company expressly for use therein, and (ii) by reason of or on account of such LC Issuer issuing any Facility LC issued by it that specifies that the term “Beneficiary” included in such Facility LC includes any successor by operation of law of the named beneficiary, but that Facility LC does not require that any drawing by any such successor beneficiary be accompanied by a copy of a legal document, satisfactory to such LC Issuer, evidencing the appointment of such successor beneficiary; provided that Company is not required to indemnify any Lender, any LC Issuer, or Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (a) the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (b) such LC Issuer’s failure to comply pay under any Facility LC issued by it after the presentation to it of a request strictly complying with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force the terms and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer conditions of such Registrable Securities by such holderFacility LC. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning Nothing in this Section 2.16 limits Company’s obligations under any other provision of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsthis Agreement.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each holder of Registrable SecuritiesParticipating Holder or Piggyback Holder as the case may be, its such holder's officers, directors, trustees, partners, employees, advisors partners and agents, employees and each Person person who controls such holder (within the meaning of the 0000 Xxx) and each underwriter, if any (including any broker or dealer which may be deemed an underwriter) and each person who controls any underwriter of the Registrable Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities liabilities, costs (including, without limitation, reasonable attorney's fees) and expenses arising out of caused by (i) any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or any preliminary prospectus or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to insofar as the extent the untrue statement or omission resulted from same are based upon any information that the holder furnished in writing to the Company by such holder, expressly for use therein, and or (ii) any failure to comply with violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse, as incurred, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such registrationclaims. Such The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus which is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such final Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action is required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 4(a) shall remain in full force and effect, effect regardless of any investigation made by such or on behalf of any indemnified party, party and shall survive the permitted transfer of such the Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsSecurities.

Indemnification by Company. In The Company shall indemnify the event Holder(s) of the Warrant Shares to be sold pursuant to any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawstatement hereunder, the Company agrees to indemnify officers and hold harmless directors of each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Holder and each Person person, if any, who controls (such Holders within the meaning of Section 15 of the Securities Act and or Section 20(a) of the Exchange Act) the holder , or any state securities law or regulation, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any and all losses, claims, damages, liabilities and expenses arising out of (i) any untrue or allegedly untrue statement of material fact contained claim whatsoever incurred by the indemnified party in any Registration Statement action or proceeding between the indemnitor and indemnified party or between the indemnified party and any amendment thereof under third party or otherwise) to which such Registrable Securities were registered any of them may become subject under the Securities Act, any prospectus or preliminary prospectus contained therein the Exchange Act or any other statute or at common law or otherwise arising from such registration statement or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) any preliminary prospectus, the registration statement or prospectus (as from time to time each may be amended and supplemented); (ii) any post-effective amendment or amendments or any new registration statement and prospectus in which are included the Warrant Shares; or (iii) any application or other document or written communication (collectively called "application") executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Warrant Shares under the securities laws thereof or filed with the Securities and Exchange Commission, any state securities commission or agency, Nasdaq or any securities exchange; or the omission or alleged omission to state therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which such statements they were made, except to the extent the untrue not misleading, unless such statement or omission resulted from is made in reliance upon, and in conformity with, written information that the holder furnished in writing to the Company by and with respect to such registered holders ("Purchaser Information") expressly for use thereinin any preliminary prospectus, and (ii) the registration statement or prospectus, or any failure amendment or supplement thereof, or in any application, as the case may be, or unless the indemnitee failed to comply with any law, rule deliver a final prospectus in which the material misstatement or regulation applicable omission was corrected. The Company agrees promptly to notify such registration. Such indemnity shall remain in full force and effect, regardless Holders of the commencement of any investigation made by such indemnified partylitigation or proceedings against the Company or any of its officers, and shall survive the transfer of such Registrable Securities by such holder. In directors or controlling persons in connection with a firm the issue and sale or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning resale of the Securities Act and Warrant Shares or in connection with the Exchange Act) the underwriters, to the extent customary in such agreementsregistration statement or prospectus.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant The Company agrees to this Agreement, indemnify to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors directors and agents, constituent partners and each Person who controls such holder (within the meaning of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities and expenses (or actions in respect thereof) arising out of (i) or based upon any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities Actregistration statement, any prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to insofar as the extent the untrue statement or omission resulted from same are contained in any information that the holder furnished in writing to the Company by such holder expressly for use therein, and (ii) any failure to comply with any law, rule therein or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities caused by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. The Company will reimburse each holder of Registrable Securities, its officers, directors, constituent partners and controlling Persons for any legal and other expenses as incurred in connection with investigating or defending any such losses, claims, damages, liabilities, expenses or actions. In connection with a firm commitment or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwritersunderwriters or agents, their officers and directors officers, directors, constituent partners and each Person who controls such underwriters (within the meaning of the Securities Act and the Exchange Act) the underwriters, or agents to the same extent customary in as provided above (or such agreementsgreater extent as may be customarily required by the managing underwriters) with respect to the indemnification of the holders of Registrable Securities.

Indemnification by Company. In the event of any registration connection with each Registration Statement relating to disposition of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawSecurities, the Company agrees to shall indemnify and hold harmless each holder Holder and each underwriter of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Securities and each Person Person, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder against any and all losses, claims, damagesdamages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading in light misleading; provided, however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any Person controlling such Holder or underwriter within the meaning of Section 15 of the circumstances under which Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of Registrable Securities if (a) such statements were made, except to the extent the untrue statement or omission resulted from or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly by the Holder or underwriter, as applicable, specifically for use thereintherein or (b) such Holder or underwriter was informed by the Company, pursuant to Section 13D, that a Prospectus or preliminary prospectus contained an untrue statement or omission or alleged untrue statement or omission and (ii) any failure such Holder or underwriter, as applicable, continued to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless effect sales of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by using such holderProspectus or preliminary prospectus. In connection with a firm or best efforts underwritten offeringThe Company shall also indemnify selling brokers, to dealer managers and similar securities industry professionals participating in the extent customarily required by the managing underwriter, the Company will indemnify the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in such agreementsaddition to any liability that the Company may otherwise have.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant The Company agrees to this Agreementindemnify and hold harmless, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors directors and agents, employees and each Person who controls such holder (within the meaning of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities and expenses arising out of (i) caused by any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to insofar as the extent the untrue statement same are caused by or omission resulted from contained in any information that the holder furnished in writing to the Company by such holder expressly for use therein; PROVIDED, HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary Prospectus if (i) such holder failed to deliver a copy of the Prospectus to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected such untrue statement or omission; and PROVIDED, FURTHER, that the Company shall not be liable in any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, case to the extent customarily required by that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the managing underwriterProspectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the holder of Registrable Securities thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with a sufficient number of copies of the same. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the same extent customary in such agreementsas provided above with respect to the indemnification of the holders of Registrable Securities, if requested.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify indemnify, defend and hold harmless each holder of Registrable Securitiesthe Placement Agent, its officers, directors, trustees, partners, employees, advisors and agents, managers, members, representatives, guarantors, sureties and each Person person who controls (the Placement Agent within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934 ("Indemnified Persons") from and the Exchange Act) the holder against any and all losses, claims, damages, liabilities or expenses, joint or several, (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons) which they or any of them may incur under the Act, or any state securities law and the Rules and Regulations or the rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse such Indemnified Persons for any legal or other expense (including the cost of any investigation and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement the Memorandum or any amendment thereof under which such Registrable Securities were registered or supplement thereto or any authorized sales literature or any application or other document filed with the Commission or in any state or other jurisdiction in order to qualify the Units under the Securities Actsecurities laws thereof, any prospectus or preliminary prospectus contained therein or any amendment thereof or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, all as of the circumstances under which date of the Memorandum or such statements were madeamendment or supplement, except to as the extent the case may be, or any untrue statement or omission resulted from information alleged untrue statement of a material fact contained in the Memorandum (as amended or supplemented) or other document, or the failure to comply with the security registration requirement of the Act or any applicable state law; provided, however, that the holder indemnity agreement contained in this Section 7.01 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to any Indemnified Persons in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished in writing to the Company expressly by such Indemnified Persons specifically for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm the preparation of the Memorandum or best efforts underwritten offering, any such amendment or supplement thereto. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsIndemnified Persons.

Indemnification by Company. In To the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full fullest extent permitted by law, the Company agrees to will indemnify and hold harmless each holder Holder of Registrable SecuritiesCommon which are included in a registration statement pursuant to the provisions hereof, its officers, directors, trusteesofficers, partners, employees, advisors shareholders and agents, legal counsel and any underwriter (as defined in the Securities Act) for such Holder and each Person Person, if any, who controls (such Holder or such underwriter within the meaning of the Securities Act Act, from and the Exchange Act) the holder against against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all lossesloss, claimsdamage, damagesclaims or liability (collectively, liabilities and expenses arising out “Losses”), joint or several, to which any of (i) any untrue or allegedly untrue statement of material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered them may become subject under the Securities Act, state securities laws or otherwise, and the Company will pay to each such Holder, director, officer, partner, shareholder, legal counsel, underwriter or controlling person any prospectus legal or preliminary other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such Losses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment thereof or any supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or omission so made in conformity with information furnished by such Holder, director, officer, partner, shareholder, legal counsel, such underwriter or such controlling Person; provided further, however, that the indemnity agreement in this Section 7.1 shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus shall not inure to the benefit of any Holder on account of any Loss whatsoever arising from the sale of any Registrable Common by such Holder to any person if (A) a copy of the prospectus (as amended or supplemented if such amendments or supplements shall have been furnished to such Holder prior to the confirmation of the sale involved) shall not have been sent or given by or on behalf of such Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or omission resulted from information that the holder furnished in writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary material fact contained in such agreementspreliminary prospectus from which such Loss arose was corrected in the prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid).

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to shall indemnify and hold harmless each holder the Holder of such Registrable Securities, its officers, directors, trustees, partners, employeeslegal counsel, advisors and agents, each other person (including each underwriter) who participated in the offering of such Registrable Securities and each Person other person, if any, who controls (such Holder or such participating person within the meaning of the Securities Act and the Exchange Act) the holder , against any and all expenses, losses, claims, damagesdamages or liabilities, joint or several, to which such Holder, officer, director, partner, legal counsel, or any such participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such expenses, losses, claims, damages or liabilities and expenses arising (or actions in respect thereof) arise out of or are based upon (i) any untrue or allegedly alleged untrue statement of any material fact contained contained, on the effective date thereof, in any Registration Statement or any amendment thereof registration statement under which such Registrable Securities securities were registered under the Securities Act, any preliminary prospectus or preliminary final prospectus contained therein therein, or any amendment thereof or supplement thereto, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light or (iii) any violation by the Company of the circumstances under which Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such statements were maderegistration, except and shall reimburse such Holder, officer, director, partner, legal counsel or such participating person or controlling person for any legal or any other expenses reasonably incurred by such Holder, officer, director, partner, legal counsel or such participating person or controlling person in connection with investigating and defending or settling any such expense, loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent the that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission resulted from made in such registration statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to by such registrationHolder. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of such indemnified partyHolder or such participating person or controlling person, and shall survive the transfer of such Registrable Securities securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to shall indemnify and hold harmless each holder of Registrable Securitiesthe Holder, its officers, directors, trustees, partners, employees, advisors employees and agents, Agents and each Person who controls (such Holder within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange ActAct (each such person being sometimes hereinafter referred to as an "Indemnified Holder") the holder from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of (i) or based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or in any amendment thereof under which such Registrable Securities were registered under the Securities Actor supplement thereto or in any preliminary prospectus, any prospectus or preliminary prospectus contained therein arising out of or any amendment thereof or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to the extent the insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission resulted from or allegation thereof based upon information that the holder furnished in writing to the Company expressly by such Holder specifically for use therein; provided, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Holder failed to send or deliver (if and to the extent required under the Securities Act) a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus would have completely corrected such untrue statement or omission; and provided, further, that the Company shall not be liable in any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, case to the extent customarily that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and if, having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver (if and to the extent required by the managing underwriterSecurities Act) such Prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such Holder. The Company will also indemnify Underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary as provided above with respect to the indemnification of the Indemnified Holders; provided, however, if such Underwriters, selling brokers, dealer managers or similar securities industry professionals require or agree to indemnification provisions different from those set forth herein, but standard in the industry, the Company agrees to provide them such agreementsindemnification rather than the indemnification provided for herein. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnified Holder in respect of which indemnity may be sought from the Company, such Indemnified Holder shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Holder and the payment of all expenses. Such Indemnified Holder shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Holder unless (a) the Company has agreed to pay such fees and expenses or (b) the Company shall have failed to assume the defense of such action or proceeding and has failed to employ counsel satisfactory to such Indemnified Holder in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the Company, and such Indemnified Holder shall have been advised by counsel reasonably satisfactory to the Company that there may be one or more legal defenses available to such Indemnified Holder which are different from or additional to those available to the Company (in which case, if such Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Holder, it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder and any other Indemnified Holders, which firm shall be designated in writing by such Indemnified Holders). The Company shall not be liable for any settlement of any such action or proceeding effected without its written consent (which will not be unreasonably withheld), but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Company agrees to indemnify and hold harmless such Indemnified Holders from and against any loss or liability by reason of such settlement or judgment.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, its and each of their respective officers, employees, affiliates, directors, trustees, partners, employeesmembers, advisors attorneys and agents, and each Person person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder (each, an “Investor Indemnified Party”), from and against any and all expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities and expenses whether joint or several, arising out of (i) or based upon any untrue statement (or allegedly untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which the sale of such Registrable Securities were was registered under the Securities Act, any preliminary prospectus, final prospectus or preliminary summary prospectus contained therein in the Registration Statement, or any amendment thereof or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, or any violation by the Company of the circumstances under which Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such statements were maderegistration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, except loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent the that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission resulted from or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company Company, in writing, by such selling holder expressly for use therein, and or is based on any selling holder’s violation of the federal securities laws (iiincluding Regulation M) any or failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive sell the transfer of such Registrable Securities by such holder. In connection in accordance with a firm or best efforts underwritten offering, to the extent customarily required by plan of distribution contained in the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsprospectus.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant The Company agrees to this Agreementindemnify and hold harmless, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder Holder of Registrable Securities, its Affiliates and their respective partners, officers, directors, trusteesshareholders, partners, employees, employees and advisors and agents, and each Person who controls (within the meaning of the Securities Act and or the Exchange Act) the holder such Persons from and against any and all losses, claims, damages, liabilities liabilities, judgments (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a "Loss" and collectively "Losses") arising out of or based upon (iA) any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered Registered under the Securities ActAct (including any final, any prospectus preliminary or preliminary prospectus summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, (C) any other violation by the Company of the Securities Act, the Exchange Act or any state securities law or of any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of Registrable Shares, or (D) any violation or alleged violation of the securities Law of Panama; provided that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, except not misleading, in any such case made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof, provided further that the Company shall not be liable to any Person who participates as an Underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such Underwriter within the meaning of the Securities Act, in any such case to the extent that any such Losses arise out of such Person's failure to send or give a copy of the final Offering Document, as the same may be then supplemented or amended, within the time required by the Securities Act or other applicable foreign securities Laws to the Person asserting the existence of an untrue statement or alleged untrue statement or omission resulted from information that the holder furnished in writing or alleged omission at or prior to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable written confirmation of the sale of Registrable Securities to such registrationPerson if such statement or omission was corrected in such final Offering Document. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of such Holder or any indemnified party, party and shall survive the transfer of such Registrable Securities securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In To the event of extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a Registration Statement or prospectus, or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s current and former officers, directors, trusteespartners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agentseach 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 the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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 (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which Statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such Registrable Securities were registered term is defined in Rule 433 under the Securities Act) or other document, any prospectus or preliminary prospectus contained therein in each case related to such Registration Statement, or any amendment thereof or supplement thereto, 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent the that it arises out of or is based upon any untrue statement or alleged untrue statement or omission resulted from or alleged omission in the Registration Statement, prospectus or “issuer free writing prospectus”, in each case related to such Registration Statement, or any amendment thereof or supplement thereto, which occurs in reliance upon and in conformity with written information that the holder regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreements.

Indemnification by Company. In To the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full fullest extent permitted by law, the Company agrees to (or the Public Company) will indemnify and hold harmless each holder Holder of Registrable SecuritiesCommon which is included in a Registration Statement pursuant to the provisions hereof, its directors, officers, directors, trusteesemployees, partners, employeesprincipals, advisors and equity holders, managed or advised accountants, advisors, representatives, agents, and any underwriter (as defined in the Securities Act) for such Holder and each Person Person, if any, who controls (such Holder or such underwriter within the meaning of the Securities Act Act, from and the Exchange Act) the holder against against, and will reimburse such Holder and each such underwriter and controlling Person with respect to, any and all lossesloss, claimsclaim, damagesdamage, liabilities liability and expenses arising out of expense (icollectively, "LOSSES") any untrue or allegedly untrue statement of material fact contained in any Registration Statement to which such Holder or any amendment thereof under which such Registrable Securities were registered underwriter or controlling Person may become subject under the Securities Act, state securities laws or otherwise, and the Company (or the Public Company) will pay to each such Holder, underwriter or controlling person any prospectus legal or preliminary other costs or expenses reasonably incurred by such person in connection with investigating or defending any such Loss, insofar as such Losses are caused by or arise out of any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, any prospectus contained therein or any amendment thereof or any supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading; provided, however, that neither the Company nor the Public Company will be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder, such underwriter or such controlling Person in writing specifically for use in the preparation thereof; provided however, that the indemnity agreement in this Section 5.1 shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company (or the Public Company), which consent shall not be unreasonably withheld, and that the foregoing indemnity obligation with respect to any preliminary prospectus shall not inure to the benefit of any Holder on account of any Loss whatsoever arising from the sale of any Registrable Common by such Holder to any person if (A) a copy of the final prospectus (as amended or supplemented if such amendments or supplements shall have been furnished to such Holder prior to the confirmation of the sale involved) shall not have been sent or given by or on behalf of such Holder to such person, if required by law, with or prior to the written confirmation of the sale involved, and (B) the untrue statement or alleged untrue statement or omission resulted from information that the holder furnished in writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless alleged omission of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary material fact contained in such agreementspreliminary prospectus from which such Loss arose was corrected in the final prospectus (as amended or supplemented if such amendments or supplements thereto shall have been furnished as aforesaid).

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, and each Person who controls the holder (within the meaning of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities and expenses arising out of (i) any untrue or allegedly untrue statement of material fact contained in any Registration Statement registration statement or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, except to the extent the untrue statement or omission resulted from information that the holder furnished in writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act) the underwriters), to the extent customary in such agreements.

Indemnification by Company. In The Company shall indemnify the event of Administrative Agent (and any registration of Registrable Securities under sub-agent thereof), each Lender and the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agentsSeveral L/C Agent, and each Person who controls (within the meaning Related Party of any of the Securities Act foregoing Persons (each such Person being called an “Indemnitee”) against, and the Exchange Act) the holder against hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including, without limitation, the reasonable and documented out-of-pocket fees, disbursements and other charges of a single primary counsel for the Indemnitees and, if reasonably necessary, a single local counsel in each relevant material jurisdiction, unless there exists a perceived or actual conflict of interest among Indemnitees (as reasonably determined by such Indemnitee), in which case such expenses shall include the reasonable and documented out-of-pocket fees and disbursements of one additional counsel in each relevant material jurisdiction and, if reasonably necessary, of one regulatory counsel, to each group of similarly affected Indemnitees) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Company or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any untrue or allegedly untrue statement of material fact contained in any Registration Statement other Loan Document or any amendment thereof under which such Registrable Securities were registered under agreement or instrument contemplated hereby or thereby (including, without limitation, the Securities ActIndemnitee’s reliance on any communication executed using an Electronic Signature, any prospectus or preliminary prospectus contained therein in the form of an Electronic Record the performance by the parties hereto of their respective obligations hereunder or any amendment thereof thereunder, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light consummation of the circumstances under which such statements were madetransactions contemplated hereby or thereby, except to or, in the extent case of the untrue statement or omission resulted from information that Administrative Agent (and any sub agent thereof) and its Related Parties only, the holder furnished administration of this Agreement and the other Loan Documents (including in writing to the Company expressly for use thereinrespect of any matters addressed in Section 2.14)), and (ii) any failure Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Several L/C Agent 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), (iii) any lawtransfer, rule sale, delivery, surrender or regulation applicable endorsement of any draft, demand, certificate or other document presented under any Letter of Credit, (iv) any independent undertakings issued by the beneficiary of any Letter of Credit, (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) regarding any Letter of Credit or error in computer transmission, (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in respect of any Letter of Credit, (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee or assignee of proceeds of any Letter of Credit, (viii) the fraud, forgery or illegal action of parties other than the Indemnitees with respect to any Letter of Credit, (ix) the enforcement of this Agreement or any rights or remedies under or in connection with any Letter of Credit Document, (x) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (xi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (and regardless of whether such registration. Such matter is initiated by a third party, the Company or any of its Subsidiaries); provided that such indemnity shall remain in full force and effectnot, regardless of as to any investigation made by such indemnified partyIndemnitee, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, be available to the extent customarily required that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the managing underwritergross negligence, willful misconduct or bad faith of such Indemnitee or (y) result from a claim not involving an act or omission of the Company will indemnify and that is brought by an Indemnitee against another Indemnitee (other than against the underwritersArranger or the Administrative Agent in their capacities as such). Without limiting the provisions of Section 2.14(b), their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Actthis Section 9.03(b) the underwritersshall not apply with respect to Taxes other than any Taxes that represent losses, to the extent customary in such agreements.claims, damages, etc. arising from any non-Tax claim. Credit Agreement

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this AgreementThe Company will indemnify and hold harmless, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesPechiney, its officers, officers and directors, trustees, partners, employees, advisors and agents, their Agents and each Person who controls Pechiney (within the meaning of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities (or actions in respect thereto) and expenses arising to which any such Person may be subject, under the Securities Act or otherwise, and reimburse all such Persons for any legal or other expenses incurred with investigating or defending against any such losses, claims, damages or liabilities, insofar as such losses, claims, damages or liabilities arise out of (i) or are based upon any untrue or allegedly alleged untrue statement of a material fact contained in any a Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except insofar as the same arise out of or are based upon an untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the extent the untrue statements therein not misleading, which statement or omission resulted from is made therein in reliance upon and in conformity with information that the holder furnished in writing to the Company by Pechiney, expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by such indemnified partyor on behalf of Pechiney, Pechiney's directors and officers, their Agents or a controlling Person, and shall survive the transfer of such Registrable Securities securities by such holderPechiney. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the underwritersdistribution, their officers and directors and each Person who controls such Persons (within with the meaning of the Securities Act and the Exchange Act) the underwriters, to the same extent customary in such agreementsas provided above with respect to the indemnification of Pechiney of Registrable Securities.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the (a) Company agrees to indemnify and hold harmless the Funds, Adviser and Distributors and each holder of Registrable Securitiestheir directors, its officers, directors, trustees, partners, employees, advisors employees and agents, and each Person person, if any, who controls (any of them within the meaning of Section 15 of the Securities 1933 Act (each, an "Indemnified Party" and collectively, the Exchange Act"Indemnified Parties" for purposes of this Section 9.1) the holder from and against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Company), and expenses arising out of (including reasonable legal fees and expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise (collectively, hereinafter "Losses"), insofar as such Losses: (i) arise out of or are based upon any untrue statements or allegedly alleged untrue statement statements of any material fact contained in any Registration Statement the registration statement, prospectus or sales literature for the Contracts or contained in the Contracts (or any amendment thereof under which such Registrable Securities were registered under or supplement to any of the Securities Actforegoing), any prospectus or preliminary prospectus contained therein arise out of or any amendment thereof or any are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, provided that this paragraph 9.1(a) shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in light reliance upon and in conformity with written information furnished to Company by or on behalf of a Fund, Distributors or Adviser for use in the registration statement or prospectus for the Contracts or in the Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the circumstances under which such Contracts or Fund shares; or (ii) arise out of, or as a result of, statements were madeor representations or wrongful conduct of Company or its agents, except with respect to the extent sale or distribution of the Contracts or Fund shares; or (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering a Fund or any amendment thereof or supplement thereto, or the omission resulted or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon written information furnished to a Fund, Adviser or Distributors by or on behalf of Company; or (iv) arise out of, or as a result of, any failure by Company or persons under its control to provide the Services and furnish the materials contemplated under the terms of this Agreement; or (v) arise out of, or result from, any material breach of any representation or warranty made by Company or persons under its control in this Agreement or arise out of or result from information any other material breach of this Agreement by Company or persons under its control; as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof; or (vi) arise out of, or as a result of, adherence by Adviser or Distributors to instructions that it reasonably believes were originated by persons specified in Section 3.2(c), hereof. This indemnification provision is in addition to any liability which the holder furnished Company may otherwise have. (b) Company shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. (c) Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify Company of any such claim shall not relieve Company from any liability which it may have to the Company expressly for use thereinIndemnified Party otherwise than on account of this indemnification provision. In case any such action is brought against any Indemnified Party, and (ii) any failure it notified the indemnifying Party of the commencement thereof, the indemnifying Party will be entitled to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offeringparticipate therein and, to the extent customarily required by that it may wish, assume the managing underwriterdefense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying Party of its intention to assume the defense of an action, the Company will indemnify Indemnified Party shall bear the underwritersexpenses of any additional counsel obtained by it, their officers and directors and each Person who controls (within the meaning indemnifying Party shall not be liable to such Indemnified Party under this Section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. The Indemnified Party may not settle any action without the written consent of the Securities Act indemnifying Party. The indemnifying Party may not settle any action without the written consent of the Indemnified Party unless such settlement completely and finally releases the Exchange ActIndemnified Party from any and all liability. In either event, consent shall not be unreasonably withheld. (d) The Indemnified Parties will promptly notify Company of the underwriters, to commencement of any litigation or proceedings against the extent customary Indemnified Parties in such agreements.connection with the issuance or sale of Fund shares or the Contracts or the operation of a Fund. 9.2

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant The Company agrees to this Agreementindemnify and hold harmless, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors directors and agents, employees and each Person person who controls such holder (within the meaning of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities and expenses arising out of (i) caused by any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to insofar as the extent the untrue statement same are caused by or omission resulted from contained in any information that the holder furnished in writing to the Company by, or on behalf of, such holder expressly for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement, Prospectus or preliminary prospectus if (i) such holder failed to deliver a copy of the Prospectus to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with the number of copies of the same requested by such holder and (ii) the Prospectus corrected such untrue statement or omission; provided, further however, that the Company shall not be liable in any failure such case to comply with the extent that any lawsuch loss, rule claim, damage, liability or regulation applicable expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to such registration. Such indemnity shall remain in full force the Prospectus and effect, regardless the holder of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such holder with the number of copies of the same requested by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the underwritersdistribution, their officers and directors and each Person person who controls such persons (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the same extent customary in such agreementsas provided above with respect to the indemnification of the holders of Registrable Securities, if requested.

Indemnification by Company. In To the event of fullest extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a registration statement or prospectus (including a prospectus supplement), or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s current and former officers, directors, trusteespartners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agentseach 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 the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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 (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement registration statement, prospectus (or prospectus supplement), preliminary prospectus (or prospectus supplement), offering circular, Issuer Free Writing Prospectus, “road show” presentation or other document, in each case related to such registration statement, or any amendment thereof under which such Registrable Securities were registered under the Securities Actor supplement thereto, any prospectus or preliminary prospectus contained therein or any amendment thereof 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent the that (a) it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission resulted from or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information that the holder regarding such Holder furnished in writing to the Company by such Holder expressly for use thereinin connection with such registration by any such Holder, and or (iib) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless the case of any investigation made a sale directly by such indemnified party, and shall survive the transfer a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such holder. In connection with Holder engaging in a firm distribution solely on behalf of such Holder), such untrue statement or best efforts underwritten offeringalleged untrue statement or omission or alleged omission was corrected in a final or amended prospectus, and such Hxxxxx failed to deliver a copy of the final or amended prospectus at or prior to the extent customarily 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 managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreements.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this AgreementThe Company shall indemnify and hold harmless, to the full fullest extent permitted by law, the Company agrees to indemnify and hold harmless each holder Holder, each shareholder, stockholder, member, limited or general partner of Registrable Securitiessuch Holder, its each shareholder, stockholder, member, limited or general partner of each such shareholder, stockholder, member, limited or general partner, each of their respective Affiliates, officers, directors, trustees, partnersshareholders, employees, advisors advisors, and agents, agents and each Person who controls (within the meaning of the Securities Act and or the Exchange Act) the holder such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses and any indemnity and contribution payments made to underwriters ) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were are registered or sold under the Securities ActAct (including any final, any prospectus preliminary or preliminary prospectus summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including any report and other document filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which such statements they were made, except to the extent the untrue statement ) not misleading or omission resulted from information that the holder furnished in writing to (iii) any violation or alleged violation by the Company expressly for use thereinor any of its subsidiaries of any federal, and (ii) any failure to comply with any lawstate, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registrationRegistration, disclosure document or other document or report; provided, that no selling Holder shall be entitled to indemnification pursuant to this Section 3.9.1 in respect of any untrue statement or omission contained in any information relating to such selling Holder furnished in writing by such selling Holder to the Company specifically for inclusion in a Registration Statement and used by the Company in conformity therewith (such information “Selling Shareholder Information”). This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of such Holder or any indemnified party, party and shall survive the transfer Transfer of such Registrable Securities securities by such holder. In connection with a firm or best efforts underwritten offering, Holder and regardless of any indemnity agreed to in the underwriting agreement that is less favorable to the extent customarily required by the managing underwriter, Holders. the Company will shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the same extent customary in such agreementsas provided above (with appropriate modification) with respect to the indemnification of the indemnified parties.

Indemnification by Company. In To the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to will indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, trustees, the partners, employees, advisors officers and agents, directors of each Holder and each Person person, if any, who controls (such Holder within the meaning of the Securities Act and or the Exchange Act) the holder , against any and all losses, claims, damages, or liabilities and expenses arising (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal, Canadian, provincial or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement or any amendments or supplements thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (including any preliminary, final or summary prospectus, amendment thereof under which or supplement thereto) included in such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof Registration Statement or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading any statement therein, in light of the circumstances under which such statements they were made, except not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any Canadian, provincial or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any Canadian, provincial or state securities law in connection with the offering covered by the Registration Statement; provided, however, that the Company will not be liable for indemnification in any such case to the extent the that any losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission resulted from or alleged omission of a material fact so made in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified partyHolder. The Company will pay to each such Holder, and shall survive the transfer of such Registrable Securities partner, officer, director or controlling person for any legal or other expenses reasonably incurred by such holder. In them in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsviolation.

Indemnification by Company. In the event of any registration of any Registrable Securities under the Securities Act pursuant Act, the Company hereby agrees to this Agreementindemnify, to the full fullest extent permitted by law, the Company agrees to indemnify and hold harmless each holder seller of the Registrable SecuritiesSecurities hereby, its officers, directors, trusteesemployees, partners, employees, advisors and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Exchange Actrules and regulations promulgated thereunder) such holder or acts on behalf of such holder, and each other Person who participates as an underwriter in the holder offering or sale of such Registrable Securities, against any and all losses, claims, damages, liabilities and expenses arising out of (iincluding attorneys fees) in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or allegedly alleged untrue statement of material fact contained in any Registration Statement or any amendment thereof under in which such Registrable Securities were securities are registered under the Securities Act, any prospectus Prospectus or preliminary prospectus contained therein therein, or any amendment thereof or supplement thereto, or any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company will reimburse each such indemnified person for any reasonable legal or any other expenses reasonably incurred by them or any of them in light of connection with investigating or defending any such claim (or action or proceeding in respect thereof); provided, that the circumstances under which Company shall not be liable in any such statements were made, except case to the extent the that (i) same arises out of or is based on an untrue statement or alleged untrue statement or omission resulted from or alleged omission made in such Registration Statement, any such Prospectus or preliminary prospectus, or in any amendment or supplement thereto in reliance on and in conformity with written information that the holder furnished in writing to the Company expressly by such holder of Registrable Securities specifically stating that it is for use thereinin the preparation thereof, and (ii) such holder or any failure underwriter or selling agents failed to comply deliver a copy of the Prospectus or any amendments or supplements thereto to the Person asserting such loss, claim, damage, liability, or expense if the Company had furnished such holder with any lawa reasonably sufficient number of copies of the same, rule or regulation applicable to (iii) such registration. Such indemnity shall remain in full force and effect, regardless holder has violated the provisions of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holderSection 5.2 hereof. In connection with a firm or best efforts an underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, such underwriters at least to the same extent customary as provided above with respect to the indemnification of the holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a holder or any such agreementsunderwriter and shall survive the transfer of the Registrable Securities by a holder.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify and hold harmless each holder the members of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, the Underwriting Group and each Person person who controls (any member of the Underwriting Group within the meaning of Section 15 of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or at common law and to reimburse the persons indemnified for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses arising litigation arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement or any amendment thereof under which such Registrable thereto or any application or other document filed in order to qualify the Securities were registered under the Securities Actblue sky or securities laws of the states where filings were made, any prospectus or preliminary prospectus contained therein or any amendment thereof or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, except not misleading; PROVIDED, HOWEVER, that the indemnity agreement contained in this subsection 6.01 shall not apply to the extent members of the Underwriting Group or any person controlling a member of the Underwriting Group in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission resulted from or alleged omission, if such statement or omission was made in reliance upon information that peculiarly within the holder knowledge of a member of the Underwriting Group and furnished in writing to the Company expressly by a member of the Underwriting Group specifically for use therein, in connection with the preparation of the Registration Statement and (ii) Prospectus or any failure such amendment or supplement thereto. This indemnity agreement is in addition to comply with any law, rule other liability which the Company may otherwise have to the members of the Underwriting Group or regulation applicable to such registrationany person controlling a member of the Underwriting Group. Such indemnity shall remain in full force and effect, regardless Each member of the Underwriting Group agrees within 10 days after the receipt by it of written notice of the commencement of any investigation made by such indemnified partyaction against it or against any person controlling it as aforesaid, and shall survive in respect of which indemnity may be sought from the transfer Company on account of the indemnity agreement contained in this subsection 6.01 to notify the Company in writing of the commencement thereof. The failure of such Registrable Securities by a member of the Underwriting Group so to notify the Company of any such holderaction shall relieve the person to whom such notice was not given from any liability which it may have to that member of the Underwriting Group or any person controlling it as aforesaid on account of the indemnity agreement contained in this subsection 6.01, but shall not relieve the Company from any other liability which it may have to that member of the Underwriting Group or such controlling person. In connection with case any such action shall be brought against a firm member of the Underwriting Group or best efforts underwritten offeringany such controlling person and the member of the Underwriting Group shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent customarily required that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to such member of the managing underwriterUnderwriting Group or such controlling person or persons, which is a defendant or which are defendants in such litigation. The Company shall not be liable for amounts paid in settlement of any such litigation if such settlement was effected without the written consent of the Company. If the Company elects to direct such defense, the Company will indemnify agrees to furnish to the underwriters, their officers and directors and each Person who controls (within the meaning involved member of the Securities Act Underwriting Group at its request, copies of all pleadings therein and to apprise the Exchange Act) involved member of the underwritersUnderwriting Group of all developments therein, all at the Company's expense, and to permit the extent customary in such agreementsmember of the Underwriting Group to be an observer therein.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify and hold -------------------------- harmless the Representative and the other members of the Underwriting Group and each holder of Registrable Securitiesofficer, its officersdirector, directorsemployee, trusteesrepresentative, partnersagent, employeessurety, advisors and agentsguarantor, and each Person person who controls (the Representative or any other member of the Underwriting Group within the meaning of Section 15 of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages or liabilities, joint or several, or litigation, arbitration or mediation proceedings (collectively referred to as "litigation"), including any and all awards or judgments rendered in connection therewith, to which they or any of them may become subject under the Act or any other statute or at common law and to reimburse the persons indemnified for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses arising litigation (including awards and/or judgments in connection therewith) arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement or any amendment thereof under which such Registrable Securities were registered thereto and the Prospectus and related exhibits included in the Registration Statement or any application or other document filed in order to qualify the Shares under the Securities Actblue sky or securities laws of the states where filings were made, any prospectus or preliminary prospectus contained therein or any amendment thereof or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, except not misleading; provided, however that the indemnity agreement contained in this subsection 6.1 shall not apply to the extent Representative or any of the other members of the Underwriting Group or any person controlling the Representative or any other member of the Underwriting Group in respect of any such losses, claims, damages, liabilities or litigation arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission resulted from or alleged omission, if such statement or omission was made in reliance upon information that peculiarly within the holder knowledge of the Representative or another member of the Underwriting Group and furnished in writing to the Company expressly by a member of the Underwriting Group specifically for use thereinin connection with the preparation of the Registration Statement and Prospectus or any such amendment or supplement thereto and such person in making any such statement, or any such omission or alleged omission, knowingly and willfully violated applicable law or was guilty of gross negligence in connection therewith. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the Representative and other members of the Underwriting Group or to any person controlling the Representative or a member of the Underwriting Group. Each member of the Underwriting Group agrees within ten (ii10) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless days after the receipt by it of written notice of the commencement of any investigation made by such indemnified partyaction against it or against any person controlling it as aforesaid, and shall survive in respect of which indemnity may be sought from the transfer Company on account of the indemnity agreement contained in this subsection 6.1 to notify the Company in writing of the commencement thereof. The failure of such Registrable Securities by a member of the Underwriting Group so to notify the Company of any such holderaction shall relieve the person to whom such notice was not given from any liability which it may have to that member of the Underwriting Group or any person controlling it as aforesaid on account of the indemnity agreement contained in this subsection 6.1, but shall not relieve the Company from any other liability which it may have to that member of the Underwriting Group or such controlling person. In connection with a firm case any such action shall be brought against the Representative of any other member of the Underwriting Group or best efforts underwritten offeringany such controlling person and the Representative or other member of the Underwriting Group shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent customarily required that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by legal counsel of recognized standing and reasonably satisfactory to such member of the Underwriting Group or such controlling person or persons, which is a defendant or which are defendants in such litigation. No settlement, compromise or other disposition of any such litigation shall be made by the managing underwriterCompany without the prior written consent of the Representative and the other persons indemnified hereunder. Conversely, any settlement, compromise or other disposition shall require the Company's written consent and to the extent the Company does not consent to any such settlement, compromise or other disposition of any such litigation, the Company will indemnify shall not be liable for amounts paid in connection therewith. If the underwritersCompany elects to direct such defense, their officers the Company agrees to furnish to each indemnified member of the Underwriting Group at its request, copies of all pleadings therein and directors to apprise each indemnified member of the Underwriting Group of all developments therein, all at the Company's expense, and to permit the Representative and each Person who controls (within the meaning indemnified member of the Securities Act and the Exchange Act) the underwriters, Underwriting Group to the extent customary in such agreementsbe an observer therein.

Indemnification by Company. In To the event of fullest extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s current and former officers, directors, trusteespartners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agentseach 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 the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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 (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such Registrable Securities were registered term is defined in Rule 433 under the Securities Act) or other document, any prospectus or preliminary prospectus contained therein in each case related to such registration statement, or any amendment thereof or supplement thereto, 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent the 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 resulted from or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information that the holder regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required such registration by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in any such agreementsHolder.

Indemnification by Company. In the event of connection with any registration of Registrable Securities under the Securities Act pursuant to this Restated Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each holder Holder of Registrable SecuritiesSecurities included in a registration pursuant to this Restated Agreement, its such Holder's officers, directors, trustees, partners, employees, advisors partners and agents, employees and each Person person who controls such holder (within the meaning of the 1933 Xxx) xxd each underwriter, if any (including any broker or dealer which may be deemed an underwriter) and each person who controls any underwriter of the Registrable Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities liabilities, and expenses arising out of caused by (i) any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or any preliminary prospectus or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to the extent the untrue statement or omission resulted from information that the holder furnished in writing to the Company expressly for use therein, and (ii) any failure to comply with violation by the Company of any federal, state or common law, rule or regulation applicable to such registration. Such indemnity shall remain the Company in full force and effectconnection with any Registration Statement, regardless of Prospectus or any investigation made by such indemnified partypreliminary prospectus, or any amendment or supplement thereto, and shall survive reimburse, as incurred, each of the transfer of such Registrable Securities by such holder. In foregoing persons for any legal and any other expenses reasonably incurred in connection with a firm investigating or best efforts underwritten offeringdefending any such claims; provided, however that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld), nor shall the Company be liable to the extent customarily required by the managing underwriterany loss, claim, damage, liability or action arises out of or is based upon any information furnished in writing to the Company will indemnify the underwritersby any Holder, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary underwriter or controlling person expressly for use in connection with such agreementsregistration.

Indemnification by Company. In the event of any registration of Registrable Securities any Shares of Company under the Securities Act pursuant to this Agreement, Company will indemnify and hold harmless, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its directors and officers, general partners, limited partners and managing directors, trustees, partners, employees, advisors and agents, each other Person who participates as an underwriter in the offering or sale of such securities and each Person other Person, if any, who controls (controls, is controlled by or is under common control with Holder or any such underwriter within the meaning of the Securities Act (and directors, officers, controlling Persons, partners and managing directors of any of the Exchange Actforegoing) the holder against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several, and expenses arising (including any amounts paid in any settlement effected with Company's consent, which consent will not be unreasonably withheld) to which Holder, any such director or officer or general or limited partner or managing director or any such underwriter or controlling Person may become subject under the Securities Act, United States state securities "blue sky" laws, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (iA) any untrue statement or allegedly alleged untrue statement of any material fact contained contained, on the effective date thereof, in any Registration Statement or any amendment thereof registration statement under which such Registrable Securities securities were registered under the Securities Act, any prospectus preliminary, final or preliminary summary prospectus contained therein therein, or any amendment thereof or supplement thereto, (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to the extent the untrue statement or omission resulted from information that the holder furnished in writing to the Company expressly for use therein, and (iiC) any failure to comply with violation or alleged violation by Company of any lawUnited States federal, state or common law rule or regulation applicable to Company and relating to action required of or inaction by Company in connection with any such registration. Such Company shall reimburse Holder and each such director, officer, general partner, limited partner, managing director or underwriter and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending such loss, claim, liability, action or proceeding; provided, however, that Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to Company through an instrument duly executed by Holder in its capacity as a shareholder in Company or any such director, officer, general or limited partner, managing director, underwriter or controlling Person specifically stating that it is for use in the preparation thereof; and, provided, further, that Company shall not be liable to Holder, any Person who participates as an underwriter in the offering or sale of Registrable Securities, if any, or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, pursuant to this Section 2(e)(i) with respect to any preliminary prospectus or the final prospectus or the final prospectus as amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of such underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if Company has previously furnished copies thereof to such underwriter and such final prospectus, as then amended or supplemented, had corrected any such misstatement or omission. The indemnity provided for herein shall remain in full force and effect, effect regardless of any investigation made by or on behalf of Holder or any such indemnified partydirector, officer, general partner, limited partner, managing director, underwriter or controlling Person and shall survive the transfer of such Registrable Securities securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In To the event of extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a Registration Statement or prospectus, or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s current and former officers, directors, trusteespartners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agentseach 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 the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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 (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which Statement, prospectus, preliminary prospectus, offering circular, “Issuer Free Writing Prospectus” (as such Registrable Securities were registered term is defined in Rule 433 under the Securities Act) or other document, any prospectus or preliminary prospectus contained therein in each case related to such Registration Statement, or any amendment thereof or supplement thereto, 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent the 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 resulted from or alleged omission in the Registration Statement or prospectus) which occurs in reliance upon and in conformity with written information that the holder regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives expressly for use therein, and (ii) any failure to comply in connection with any law, rule such registration by or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless on behalf of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In the event of any registration of any of the Registrable Securities Shares under the Securities Act pursuant to this Agreement, to the full extent permitted by lawWarrant, the Company agrees to will indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Registered Holder and each Person person who controls the Registered Holder (within the meaning of the Securities Act and the Exchange Act) the holder against any and all claims, losses, claims, damages, damages and liabilities and expenses (or actions in respect thereof) arising out of (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of any material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein other document incident to any registration, qualification or compliance (or in any amendment thereof related Registration Statement, notification or the like) or any omission (or alleged omission omission) to state a therein any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to any action or inaction required of the circumstances under which Company in connection with any such statements were maderegistration, except qualification or compliance, and the Company will reimburse each such Registered Holder and controlling person for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent the that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission resulted from based upon written information that the holder furnished in writing to the Company expressly in an instrument duly executed by such Registered Holder or controlling person and specifically for use thereinin such prospectus or other document. IGI, and INC. /s/ Xxxxxx X. Xxxxx -------------------------------- By: Xxxxxx X. Xxxxx Title: Chief Executive Officer EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to the provisions set forth in the attached Warrant (ii) any failure No. ___), hereby irrevocably elects to comply with any lawpurchase _____ shares of the Common Stock covered by such Warrant. The undersigned herewith makes payment of $____________, rule or regulation applicable to representing the full Exercise Price for such registrationshares at the price per share provided for in such Warrant. Such indemnity shall remain payment takes the form of (check applicable box or boxes): [_] $______ in full force and effect, regardless lawful money of any investigation made by such indemnified party, and shall survive the transfer United States; and/or [_] The cancellation of such Registrable Securities by such holderportion of the attached Warrant as is exercisable for a total of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation). In connection Signature:_____________________ Address:______________________ ______________________ EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with a firm or best efforts underwritten offering, respect to the extent customarily required by the managing underwriternumber of shares of Common Stock covered thereby set forth below, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning unto: Name of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreements.Assignee Address No. of Shares ---------------- ------- ------------- Dated:_____________________ Signature:_________________ Dated:_____________________ Witness:___________________

Indemnification by Company. In To the event of fullest extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a registration statement or prospectus (including a prospectus supplement), or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s current and former officers, directors, trusteespartners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agentseach 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 the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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 (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement registration statement, prospectus (or prospectus supplement), preliminary prospectus (or prospectus supplement), offering circular, Issuer Free Writing Prospectus, “road show” presentation or other document, in each case related to such registration statement, or any amendment thereof under which such Registrable Securities were registered under the Securities Actor supplement thereto, any prospectus or preliminary prospectus contained therein or any amendment thereof 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent the that (a) it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission resulted from or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information that the holder regarding such Holder furnished in writing to the Company by such Holder expressly for use thereinin connection with such registration by any such Holder, and or (iib) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless the case of any investigation made a sale directly by such indemnified party, and shall survive the transfer a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such holder. In connection with Holder engaging in a firm distribution solely on behalf of such Holder), such untrue statement or best efforts underwritten offeringalleged 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 extent customarily 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 managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreements.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant The Company agrees to this Agreementindemnify, reimburse, compensate and hold harmless, to the full fullest extent permitted by law, the Company agrees to indemnify and hold harmless each holder Holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Securities and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the holder such Holder against any and all lossesloses, claims, damages, liabilities and expenses arising out of (i) in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or allegedly alleged untrue statement of material fact contained in any Registration Statement Statement, prospectus or preliminary prospectus or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof supplement thereto or any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading in light or arise out of any violation by the Company of any rules or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the circumstances under which Company in connection with such statements were maderegistration, except to insofar as the extent the untrue statement or omission resulted from same are (i) contained in any information that the holder furnished in writing to the Company by such Holder expressly for use therein, and ; (ii) any caused by such Holder’s failure to comply with deliver a copy of the Registration Statement or prospectus or any law, rule amendments or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made supplements thereto; or (iii) caused by such indemnified party, and shall survive Holder’s failure to discontinue disposition of shares after receiving notice from the transfer of such Registrable Securities by such holderCompany pursuant to Section 3.3 hereof. In connection with a firm or best efforts an underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the indemnify, reimburse, compensate and hold harmless such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, such underwriters at least to the same extent customary in such agreementsas provided above with respect to the indemnification of the Holders of Registrable Securities.

Indemnification by Company. In the event of any registration connection with each Registration Statement relating to disposition of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawSecurities, the Company agrees to shall indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Holder and each Person Person, if any, who controls Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Securities Exchange Act) the holder against any and all losses, claims, damagesdamages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Securities Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein prospectus, or any such amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; provided, however, that such indemnity shall not inure to the benefit of Holder (or any Person controlling Holder within the meaning of Section 15 of the circumstances under which Securities Act or Section 20 of the Securities Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such statements were made, except to the extent the untrue statement or omission resulted from or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly by the Holder specifically for use therein, and (ii) . This indemnity agreement shall be in addition to any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, liability that the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsmay otherwise have.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant The Company agrees to this Agreementindemnify and hold harmless, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder Holder of Registrable Securities, its Affiliates and their respective partners, officers, directors, trusteesshareholders, partners, employees, employees and advisors and agents, and each Person who controls (within the meaning of the Securities Act and or the Exchange Act) the holder such Persons from and against any and all losses, claims, damages, liabilities liabilities, judgments (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) and expenses expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (iA) any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered Registered under the Securities ActAct (including any final, any prospectus preliminary or preliminary prospectus summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, (C) any other violation by the Company of the Securities Act, the Exchange Act or any state securities law or of any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company and relating to any action or inaction required of the Company in connection with any registration of Registrable Shares, or (D) any violation or alleged violation of the securities Law of Panama; provided that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, except not misleading, in any such case made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof, provided further that the Company shall not be liable to any Person who participates as an Underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such Underwriter within the meaning of the Securities Act, in any such case to the extent that any such Losses arise out of such Person’s failure to send or give a copy of the final Offering Document, as the same may be then supplemented or amended, within the time required by the Securities Act or other applicable foreign securities Laws to the Person asserting the existence of an untrue statement or alleged untrue statement or omission resulted from information that the holder furnished in writing or alleged omission at or prior to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable written confirmation of the sale of Registrable Securities to such registrationPerson if such statement or omission was corrected in such final Offering Document. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of such Holder or any indemnified party, party and shall survive the transfer of such Registrable Securities securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesShareholder, its affiliates, and their officers, directors, trustees, partners, employees, advisors and agentsagents (including brokers or dealers acting on their behalf), and each Person who controls the Shareholder (within the meaning of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities and expenses arising out of caused by (i) any violation by the Company of the Securities Act, the Exchange Act, any state securities or blue sky laws or any rule or regulation thereunder, or (ii) any untrue or allegedly untrue statement of material fact contained in any Registration Statement or any amendment thereof registration statement under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were made; provided, except however, that the Company will not be liable in any such case if and to the extent the that any such loss, claim, damage, liability or expense arises out of or is based upon (A) an untrue or allegedly untrue statement or omission or alleged omission resulted from information that the holder Shareholder furnished in writing to the Company expressly for use thereintherein or (B) an untrue statement or alleged untrue statement or omission or alleged omission that was contained in a preliminary prospectus and collected in a final prospectus, and (ii) any failure such seller failed to comply deliver a copy of the final prospectus, which was provided to seller in a timely manner and in accordance with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless the delivery requirements of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holderAct. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act) the underwriters), to the extent customary in such agreements.

Indemnification by Company. In To the event of extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s current and former officers, directors, trustees, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agents, and each Person who controls (controlling such Holder within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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 (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such Registrable Securities were registered term is defined in Rule 433 under the Securities Act) or other document, any prospectus or preliminary prospectus contained therein in each case related to such registration statement, or any amendment thereof or supplement thereto, 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent the 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 resulted from or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information that the holder regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives expressly for use therein, and (ii) any failure to comply in connection with any law, rule such registration by or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless on behalf of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify and hold harmless the Representative, each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, the other Underwriters and each Person person, if any, who controls (any of the foregoing within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder , and each of them, from and against any and all lossesloss, claimsliability, damagesclaim, liabilities damage, expense or action, joint or several (including, but not limited to, any and all reasonable expenses arising incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever and any amount paid in settlement of any litigation), commenced or threatened, or of any claim whatsoever, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, liability, claim, damage, expense or action arises out of or is based upon (i) any untrue statement or allegedly alleged untrue statement or breach of any representation, warranty or covenant made by the Company in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in any the Registration Statement (or any amendment thereof under which such Registrable Securities were registered under thereto), or the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in light a Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (iv) any untrue statement or alleged untrue statement of a material fact contained in any application or other document executed by the Company or based upon written information furnished by or on behalf of the circumstances Company filed in any jurisdiction in order to qualify all or any of the Securities, the Underwriters' Warrants or the Warrant Shares under which the securities laws thereof or filed with the Commission, the NASD or any securities exchange, or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the Company shall not be liable in any such statements were made, except case to the extent the that such untrue statement or omission resulted from or such alleged untrue statement or omission was made in reliance upon and in conformity with information that the holder furnished in writing by or on behalf of any of the Underwriters to the Company expressly for use thereinin the Registration Statement (or any amendment thereto), any such Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or any such application or document. The Company acknowledges that the statements under the caption "Underwriting" contained in any Preliminary Prospectus and (iithe Prospectus constitute the only information furnished in writing by the Underwriters expressly for inclusion in the Registration Statement, any Preliminary Prospectus or the Prospectus. The indemnity agreement contained in this Subsection 8(a) is in addition to any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive liability which the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, Company may otherwise have to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning Underwriters or any controlling person of the Securities Act Underwriters. The Company agrees to pay any legal and the Exchange Actother expenses for which it is liable under this subsection (a) the underwriters, from time to the extent customary in such agreementstime (but not more frequently than monthly) within 30 days after its receipt of a xxxx therefor.

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

Indemnification by Company. In connection with each Registration Statement relating to the event of any registration disposition of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawSecurities, the Company agrees to shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, trustees, partners, employees, advisors directors and agents, agents and each Person underwriter of Registrable Securities and each Person, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder against any and all losses, claims, damagesdamages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; provided, however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any Person controlling such Holder or underwriter within the meaning of Section 15 of the circumstances under which Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such statements were made, except to the extent the untrue statement or omission resulted from or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly by such Holder or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain similar securities industry professionals participating in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in such agreementsaddition to any liability that the Company may otherwise have.

Indemnification by Company. In To the event of extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesHolder, its each Holder’s officers, directors, trustees, partners, members, and employees, advisors and agents, and each Person who controls (controlling such Holder within the meaning of Section 15 of the Securities Act and such Person’s officers, directors, partners, members, and employees (collectively, the Exchange Act) the holder “Company Indemnified Parties”), from and against any and all lossesexpenses, claims, losses, damages, liabilities costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or ny-2525349 ny-2525349 expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which registration statement, prospectus, preliminary prospectus, “issuer free writing prospectus” (as such Registrable Securities were registered term is defined in Rule 433 under the Securities Act), any prospectus or preliminary prospectus contained therein in each case related to such registration statement, or any amendment thereof or supplement thereto, 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, or any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, any other applicable securities laws or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent the 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 resulted from or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information that the holder regarding such Holder furnished in writing to the Company by such Holder or its authorized representatives expressly for use therein, and (ii) any failure to comply in connection with any law, rule such registration by or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless on behalf of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, its and each of their respective officers, employees, affiliates, directors, trustees, partners, employeesmembers, advisors attorneys and agents, and each Person person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder (each, an “Investor Indemnified Party”), from and against any and all expenses, losses, judgments, claims, damagesdamages or liabilities, liabilities and expenses whether joint or several, arising out of (i) or based upon any untrue statement (or allegedly untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which the sale of such Registrable Securities were was registered under the Securities Act, any preliminary prospectus, final prospectus or preliminary summary prospectus contained therein in the Registration Statement, or any amendment thereof or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, or any violation by Company of the circumstances under which Securities Act or any rule or regulation promulgated thereunder applicable to Company and relating to action or inaction required of Company in connection with any such statements were maderegistration; and Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, except loss, judgment, claim, damage, liability or action; provided, however, that Company will not be liable in any such case to the extent the that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission resulted from or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information that the furnished to Company, in writing, by such selling holder furnished in writing to the Company expressly for use therein, and or is based on any selling holder’s violation of the federal securities laws (iiincluding Regulation M) any or failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive sell the transfer of such Registrable Securities by such holder. In connection in accordance with a firm or best efforts underwritten offering, to the extent customarily required by plan of distribution contained in the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsprospectus.

Indemnification by Company. In the event of any registration connection with each Registration Statement relating to disposition of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawSecurities, the Company agrees to shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, trustees, partners, employees, advisors directors and agents, agents and each Person underwriter of Registrable Securities and each Person, if any, who controls such Holder or underwriter (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder against any and all losses, claims, damagesdamages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; provided, however, that such indemnity shall not inure to the benefit of any Holder or underwriter (or any Person controlling such Holder or underwriter within the meaning of Section 15 of the circumstances under which Securities Act or Section 20 of the Exchange Act) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such statements were made, except to the extent the untrue statement or omission resulted from or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly by such Holder or underwriter specifically for use therein. The Company shall also indemnify selling brokers, dealer managers and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain similar securities industry professionals participating in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwritersdistribution, their officers and directors and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary as provided above with respect to the indemnification of the Holders of Registrable Securities, if requested. This indemnity agreement shall be in such agreementsaddition to any liability which the Company may otherwise have.

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

Indemnification by Company. In the event of any registration of Registrable Securities any of its securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to shall indemnify and hold harmless each holder Holder requesting or joining in a registration of Registrable Securitiessuch securities, each of its officers, directorsdirectors and partners and such Holder's legal counsel and accountants, trustees, partners, employees, advisors and agents, each underwriter (as defined in the Securities Act) and each Person who controls controlling person of each of the foregoing, if any, (within the meaning of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damagesdamages or liabilities, joint or several (or actions in respect thereof), including any of the foregoing incurred in the settlement of any litigation, commenced or threatened, to which any of them may be subject under the Securities Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities and expenses arising (or actions in respect thereof) arise out of or based upon (iA) any untrue statement (or allegedly alleged untrue statement statement) of any material fact contained in any offering circular or Registration Statement or any amendment thereof under which such Registrable Securities securities were registered under the Securities Act, any preliminary prospectus or preliminary final prospectus contained therein therein, or any summary prospectus issued in connection with any securities being registered, or any amendment thereof or supplement thereto, or any other document, or (B) any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, or (C) any violation by the Company of the circumstances Securities Act or any Blue Sky law or any other statute or common law, or any rule or regulation promulgated under which the Securities Act or any Blue Sky law or any other law, applicable to the Company in connection with any such statements were maderegistration, except qualification or compliance, and shall reimburse each such person entitled to indemnification under this subsection (a) for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action including if requested by Holders holding a majority of the Common Stock included in the registration, the fees and disbursements of separate counsel designated by Holders holding a majority of such Common Stock; provided, however, that the Company shall not be liable to any such person in any such case to the extent the that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission resulted from made in such offering circular, Registration Statement, preliminary prospectus, summary prospectus, prospectus, or amendment or supplement thereto, or any other document, in reliance upon and in conformity with written information that the holder furnished in writing to the Company expressly by such person, specifically for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such The indemnity provided for herein shall remain in full force and effect, effect regardless of any investigation made by such indemnified party, or on behalf of the person seeking indemnification and shall survive the transfer of such Registrable Securities securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In To the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the -------------------------- Company agrees to will indemnify and hold harmless each holder of Registrable Securitiesthe Holders, its each of the Holder's respective partners, officers, directors, trustees, partners, employees, advisors heirs, successors, assigns and agents, and each Person Person, if any, who controls (any Holder within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act and of 1934, as amended (the "Exchange Act") the holder (each such person being sometimes hereinafter referred to as an "Indemnified Holder"), from and against any and all losses, claims, damages, liabilities and expenses (or actions, proceedings or settlements with respect thereto) including reasonable costs of investigation and legal fees and expenses, (i) arising out of (i) or based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or in any amendment thereof under which such Registrable Securities were registered under the Securities Act, or supplement thereto or in any prospectus or preliminary prospectus contained therein prospectus) or any amendment thereof document relating thereto, or (ii) arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, or (iii) arising out of or based upon any violation by the Company of the circumstances under which Act or any rule or regulation thereunder applicable to the Company and the relating action or inaction required of the Company in connection therewith, and the Company will reimburse each Holder, each of its partners, officers, directors, employees, heirs, successors, assigns and agents, and each person controlling such statements were madeHolder, except for any and all legal and other expenses reasonably incurred in connection with investigating, defending or settling such loss, claim, damage or liability. Notwithstanding the above, this indemnity and duty to defend shall not apply to any Holder to the extent the that such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission resulted from or allegation thereof based upon information that the holder furnished in writing to the Company by such Holder expressly for use thereinin any Registration Statement or Prospectus, or any amendment or supplement thereto, or any preliminary prospectus, or given supplementally to the SEC, the National Association of Securities Dealers, any exchange or state securities regulators. Further, the Company shall not be liable nor have any duty to defend in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Indemnified Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities, and (ii) the Prospectus would have completely corrected such untrue statement or omission. Further, the Company shall not be liable nor have any failure duty to comply with defend in any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, case to the extent customarily required that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and if, having previously been furnished by or on behalf of the managing underwriterCompany with copies of the Prospectus as so amended or supplemented, such Indemnified Holder thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the person asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such Indemnified Holder. This indemnity will be in addition to any liability which the Company may otherwise have. This indemnity shall not apply to any amount paid or incurred in settlement without the express written consent of the Company, which consent shall not be unreasonably withheld. Each Indemnified Holder shall give prompt notice to the Company after it has actual knowledge of any claim in respect of which indemnity may be sought from the Company hereunder. After receipt of such notice, the Company will indemnify may assume the underwritersdefense thereof at the Company's expense, their officers and directors and each Person who controls provided that counsel for the Company shall be satisfactory to such Indemnified Holder (within whose approval shall not be unreasonably withheld). The failure of any Indemnified Holder to give notice as provided herein shall not relieve the meaning Company of the Securities Act and the Exchange Act) the underwriters, any of its obligations hereunder to the extent customary such failure is not prejudicial. If the Company assumes the defense in such agreementsaction, such Indemnified Holder shall retain the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Holder unless (i) the Company has expressly agreed in writing to pay such fees and expenses, or (ii) the Company shall have a duty to assume the defense of such action or proceeding and has failed to do so and failed to employ counsel satisfactory to such Indemnified Holder in any such action or proceeding as required hereunder, or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Holder and the Company, and such Indemnified Holder shall have been advised by counsel that there is a conflict of interest between the Company and the Indemnified Holder making representation by the same counsel inappropriate. In all circumstances, if the Indemnified Holder notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the obligation to assume the defense of such action or proceeding on behalf of such Indemnified Holder; it being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for such Indemnified Holder, which firm shall be designated in writing by such Indemnified Holder and shall be subject to the approval of the Company, which approval shall not be unreasonably withheld. The Company shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Company agrees to indemnify and hold harmless such Indemnified Holder from and against any loss or liability by reason of such settlement or judgment.

Indemnification by Company. In the event of any registration of any Registrable Securities under the Securities Act pursuant Act, the Company hereby agrees to this Agreementindemnify, to the full fullest extent permitted by law, the Company agrees to indemnify and hold harmless each holder seller of the Registrable SecuritiesSecurities hereby, its officers, directors, trusteesemployees, partners, employees, advisors and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Exchange Actrules and regulations promulgated thereunder) such holder, and each other Person who participates as an underwriter in the holder offering or sale of such Registrable Securities, against any and all losses, claims, damages, liabilities and expenses arising out of (iincluding reasonable attorney’s fees) in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or allegedly alleged untrue statement of material fact contained in any Registration Statement or any amendment thereof under in which such Registrable Securities were are registered under the Securities Act, any prospectus Prospectus or preliminary prospectus contained therein therein, or any amendment thereof or supplement thereto, or any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company will reimburse each such indemnified person for any reasonable legal or any other expenses reasonably incurred by them or any of them in light of connection with investigating or defending any such claim (or action or proceeding in respect thereof); provided, that the circumstances under which Company shall not be liable in any such statements were made, except case to the extent the that (i) same arises out of or is based on an untrue statement or alleged untrue statement or omission resulted from or alleged omission made in such Registration Statement, any such Prospectus or preliminary prospectus, or in any amendment or supplement thereto in reliance on and in conformity with written information that the holder furnished in writing to the Company expressly by such Holder of Registrable Securities specifically stating that it is for use thereinin the preparation thereof, and (ii) such Holder or any failure underwriter or selling agents failed to comply deliver a copy of the Prospectus or any amendments or supplements thereto to the Person asserting such loss, claim, damage, liability, or expense if the Company had furnished such Holder with any lawa reasonably sufficient number of copies of the same, rule or regulation applicable to (iii) such registration. Such indemnity shall remain in full force and effect, regardless Holder has violated the provisions of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holderSection 5.2 hereof. In connection with a firm or best efforts an underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, such underwriters at least to the same extent customary as provided above with respect to the indemnification of the holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a holder or any such agreementsunderwriter and shall survive the transfer of the Registrable Securities by a holder.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, the Underwriter and each Person person who controls (the Underwriter within the meaning of Section 15 of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or at common law and to reimburse persons indemnified as above for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses arising litigation arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement or any amendment thereof under which such Registrable Securities were registered thereto or any application or other document filed in order to qualify the Shares under the Securities ActBlue Sky or securities laws of the states where filings were made, any prospectus or preliminary prospectus contained therein or any amendment thereof or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, all as of the date when the Registration Statement or such amendment, as the case may be, becomes effective, or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (as amended or supplemented if the Company shall have filed with the Commission any amendments thereof or supplements thereto), or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements they were made, except not misleading; provided, however, that the indemnity agreement contained in this Section 9 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to the extent Underwriter or any person controlling the Underwriter in respect of any such losses, claims, damages, liabilities, or actions arising out of or based upon any such untrue statements or alleged untrue statement, or any such omission or alleged omission, if such statement or omission resulted from was made in reliance upon information that peculiarly within the holder knowledge of the Underwriter and furnished in writing to the Company expressly by the Underwriter specifically for use therein, in connection with the preparation of the Registration Statement and (ii) Prospectus or any failure such amendment or supplement thereto. This indemnity agreement is in addition to comply with any law, rule or regulation applicable other liability which the Company may otherwise have to such registrationthe Underwriters. Such indemnity shall remain in full force and effect, regardless The Underwriter agrees within ten days after the receipt by it of written notice of the commencement of any investigation made by action against them or against any person controlling them as aforesaid, in respect of which indemnity may be sought from the Company on account of the indemnity agreement contained in this Section 9 to notify the Company in writing of the commencement thereof. The failure of the Underwriter so to notify the Company of any such indemnified partyaction shall relieve the Company from any liability which it may have to the Underwriters or any person controlling them as aforesaid on account of the indemnity agreement contained in this Section 9, and but shall survive not relieve the transfer of Company from any other liability which it may have to the Underwriters or such Registrable Securities by such holdercontrolling person. In connection with a firm case any such action shall be brought against the Underwriters or best efforts underwritten offeringany such controlling person and the Underwriters shall notify the Company of the commencement thereof, the Company shall be entitled to participate in (and, to the extent customarily required that it shall wish, to direct) the defense thereof at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the Underwriter or such controlling person or persons, defendant or defendants in such litigation. The Company agrees to notify the Underwriter promptly of commencement of any litigation or proceedings against it or any of its officers or directors, of which it may be advised, in connection with the issue and sale of any of its securities and to furnish to the Underwriter, at its request, copies of all pleadings therein and permit the Underwriter to be an observer therein and apprise the Underwriter of all developments therein, all at the Company's expense. Provided, however, that in no event shall the indemnification agreement contained in this Section 9 inure to the benefit of any Underwriter (or any person controlling such Underwriter) on account of any losses, claims, damages, liabilities or actions arising from the sale of the Units based upon any misstatement of a material fact or omission to state a material fact in any information included in the Registration Statement furnished by the managing underwriter, the Company will indemnify the underwriters, their officers Underwriter and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, pertaining to the extent customary in such agreementsUnderwriter.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawExcept as provided below, the Company agrees to shall indemnify and hold harmless each holder Member and the Affiliates of Registrable Securitiesany Member, its each Member’s Directors and alternate Directors, Officers and employees and agents of the Company or the officers, directors, trustees, partners, employees, advisors and agents, and each Person who controls (within the meaning employees or agents of any of the Securities Act and the Exchange ActMembers (each an “Indemnified Person”) the holder against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigations, legal and other reasonable expenses arising out incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of (i) any untrue the formation, operation or allegedly untrue statement termination of material fact contained in any Registration Statement the Company or any amendment thereof under which such Registrable Securities were registered (ii) death or injury to individuals while employed or engaged on Company business and/or arising out of or connected with the performance of this Agreement, including employees of Members seconded to the Company under the Securities ActShell TSA or the OSA, any prospectus but not to include a Member’s own employees, agents or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission representatives; provided however, that no Indemnified Person shall be entitled to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, except indemnification if and to the extent that the untrue statement liability otherwise to be indemnified for results from any act or omission resulted from information of such Indemnified Person that the holder furnished in writing to the Company expressly for use thereininvolves (i) such Indemnified Person’s gross negligence, and actual fraud or willful misconduct or (ii) any failure breach of contract by such Indemnified Person; further, provided, however, that Company shall have no indemnity or defense obligations to comply Indemnified Persons with respect to matters for which (Q) EEC is required to indemnify or defend SNALNG or SNALNG is required to indemnify or defend EEC pursuant to Section 8(e) of the Pipeline Precedent Agreement, (R) SLNG is required to indemnify or defend SNALNG or SNALNG is required to indemnify or defend SLNG pursuant to Section 6(d) of the Ship Loading Precedent Agreement, (S) Operator is required to indemnify or defend Shell Global Solutions (US) Inc. pursuant to Article 10 of the OSA other than for injury, disease or death to Operator’s or its Affiliates’ employees employed or engaged on Company business or Third Party (as such term is defined in the OSA) Claims (as such term is defined in the OSA) arising out of or in connection with any lawuse for the benefit of the Company made by Operator of the Services (as such term is defined in the OSA) or, rule (T) Shell Global Solutions (US) Inc. is required to indemnify or regulation applicable defend Operator pursuant to such registrationArticle 10 of the OSA other than for injury, disease or death to Global Solutions’ or its Affiliates’ employees employed or engaged in Company business, (U) Operator is required to indemnify or defend Company pursuant to Section 7.3 of the MAO, (V) SNALNG is EXHIBIT 10.1 EXECUTION VERSION required to indemnify or defend Company pursuant to Section 21.01 of the LSA, (W) Shell Global Solutions (US) Inc. is required to indemnify or defend Company pursuant to Article 11 of the Shell TSA, (X) SNG Pipeline Services Company, L.L.C. is required to indemnify or defend Company pursuant to Article 11 of the KM TSA, (Y) SUSGP is required to indemnify or defend Company pursuant to Article 10 of the MMLS Unit Purchase Agreement, or (Z) SLNG is required to indemnify or defend Company pursuant to Section 23 of the Land Lease, as applicable. Such indemnity The indemnities provided hereunder shall remain in full force survive termination of the Company and effect, regardless this Agreement. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any investigation made indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by such indemnified partythe Company to Members. Costs and expenses that are subject to indemnification hereunder shall, and shall survive at the transfer request of any Indemnified Person, be advanced by the Company to or on behalf of such Registrable Securities by Indemnified Person prior to final resolution of a matter, so long as such holder. In connection Indemnified Person shall have provided the Company with a firm or best efforts underwritten offering, written undertaking to the extent customarily required by the managing underwriter, reimburse the Company will indemnify for all amounts so advanced if it is ultimately determined that the underwriters, their officers and directors and each Indemnified Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, is not entitled to the extent customary in such agreementsindemnification hereunder.

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

Indemnification by Company. In the event of the filing of any registration of Registrable Securities under Registration Statement with respect to the Securities Act Warrant Shares pursuant to this Agreement, to the full extent permitted by lawSection (8) hereof, the Company agrees to indemnify and hold harmless each the Warrantholder or any holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Warrant Shares and each Person person, if any, who controls (the Warrantholder or any holder of Warrant Shares within the meaning of the Securities Act and the Exchange Act) the holder , against any and all lossesloss, claimsclaim, damagesdamage or liability, liabilities joint or several (which shall, for all purposes of this Agreement include, but not be limited to, all costs of defense and expenses arising investigation and all attorneys' fees), to which such Warrantholder or any holder Xxxxxx Dental Management 1997 Warrants of Warrant Shares may become subject, under the Act or otherwise, insofar as such loss, claim, damage, or liability (or action with respect thereto) arises out of or is based upon (ia) any untrue statement or allegedly alleged untrue statement of a material fact contained in the Registration Statement, any Registration Statement Preliminary Prospectus, the Effective Prospectus, or the Final Prospectus or any amendment thereof under which such Registrable Securities were registered under or supplement thereto; or (b) the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state in the Registration Statement, any Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; except that the Company shall not be liable in light of the circumstances under which any such statements were made, except case to the extent extent, but only to the extent, that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission resulted from or alleged omission made in reliance upon and in conformity with written information that the holder furnished in writing to the Company expressly by such Warrantholder or the holder of such Warrant Shares specifically for use thereinin the preparation of the Registration Statement, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriterPreliminary Prospectus, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act Effective Prospectus and the Exchange Act) Final Prospectus or any amendment or supplement thereto. This indemnity will be in addition to any liability which the underwriters, to the extent customary in such agreementsCompany may otherwise have.

Indemnification by Company. In connection with the event of any registration of Registrable Securities under the Securities Act AUGI Registration pursuant to this AgreementAgreement and SECTIONS 3(P) and 3(Q) of the Subscription Agreements, the Company will indemnify and hold harmless, to the full extent permitted by law, each Holder whose Registrable Securities are included in the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesAUGI Registration, its directors and officers, general partners, limited partners and managing directors, trustees, partners, employees, advisors and agents, each other Person who participates as an underwriter in the offering or sale of such securities and each Person other Person, if any, who controls (controls, is controlled by or is under common control with any such Holder or any such underwriter within the meaning of the Securities Act (and directors, officers, controlling Persons, partners and managing directors, counsel, and accountants of any of the Exchange Actforegoing) the holder against any and all losses, claims, damagesdamages or liabilities, liabilities joint or several, and expenses arising (including (a) reasonable fees and expenses of attorneys incurred by them in connection with investigating or defending such loss, claim, liability, action or proceeding and (b) any amounts paid in any settlement effected with the Company's consent, which consent will not be unreasonably withheld) to which any such Holder, any such director or officer or general or limited partner or managing director or any such underwriter or controlling Person, counsel or accountants may become subject under the Securities Act, United States state securities "blue sky" laws, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) or expenses arise out of or are based upon (iA) any untrue statement or allegedly alleged untrue statement of any material fact contained contained, on the effective date thereof, in any the AUGI Registration Statement or any amendment thereof under which such Registrable Securities securities were registered under the Securities Act, any prospectus preliminary, final or preliminary summary prospectus contained therein therein, or any amendment thereof or supplement thereto, (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to the extent the untrue statement or omission resulted from information that the holder furnished in writing to (C) any violation or alleged violation by the Company expressly for use thereinof any United States federal, and (ii) any failure to comply with any law, state or common law rule or regulation applicable to Company and relating to action required of or inaction by Company in connection with the AUGI Registration; PROVIDED, HOWEVER, that Company shall not be liable in any such registrationcase to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such AUGI Registration or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by any Holder in its capacity as a shareholder in the Company or any such director, officer, general or limited partner, managing director, underwriter or controlling Person or their respective counsel or accountants specifically stating that it is for use in the preparation thereof; and, PROVIDED, FURTHER, that the Company shall not be liable to any Holder, any Person who participates as an underwriter in the offering or sale of Registrable Securities, if any, or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, or their respective counsel or accountants pursuant to this SECTION 2(D)(I) with respect to any preliminary prospectus or the final prospectus or the final prospectus as amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of such Holder, underwriter or controlling or other Person results from the fact that such underwriter sold Registrable Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if the Company has previously furnished copies thereof to such underwriter and such final prospectus, as then amended or supplemented, had corrected any such misstatement or omission. Such The indemnity provided for herein shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any Holder or any such indemnified partydirector, officer, general partner, limited partner, managing director, underwriter or controlling Person or their respective counsel or accountants and shall survive the transfer of such Registrable Securities securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsHolder.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawof any offering of Registrable Securities, the Company hereby agrees to indemnify and hold harmless each holder Holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Securities and each Person other person, if any, who controls such Holder (within the meaning of the Securities Act and the Exchange Act) and each other person (including each underwriter, and each other person, if any, who controls such underwriter) who participates in the holder offering of such Registrable Securities against any and all lossesLosses, claimsjoint or several, damagesto which such Holder or controlling person or participating person may become subject under the Securities Act or otherwise, liabilities and expenses arising insofar as such Losses (or proceedings in respect thereof) arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of any material fact contained contained, on the effective date thereof, in any Registration Statement or any amendment thereof registration statement under which such Registrable Securities were registered under the Securities Act, in any preliminary prospectus or preliminary final prospectus contained therein therein, or in any amendment thereof or any supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and will reimburse such Holder and each such controlling person or participating person for any legal or other expenses reasonably incurred by such Holder or such controlling person or participating person in light of connection with investigating or defending any such Loss as such expenses are incurred; provided, that the circumstances under which Company will not be liable in any such statements were made, except case to the extent the that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission resulted from or alleged omission made in such registration statement, such final prospectus or such amendment or supplement in reliance upon and in conformity with written information that furnished by an instrument duly executed by such Holder or such controlling or participating person, as the holder furnished in writing to the Company expressly case may be, specifically for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registrationin the preparation thereof. Such indemnity The Company shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will also indemnify the underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers officers, directors, agents and directors employees and each Person person who controls such persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary in such agreementsas provided above with respect to the indemnification of the Holders of Registrable Securities.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify and hold harmless harmless, to the fullest extent permitted by law, each holder of Registrable SecuritiesParticipating Holder or Piggyback Holder as the case may be, its such holder's officers, directors, trustees, partners, employees, advisors partners and agents, employees and each Person person who controls such holder (within the meaning of the 1933 Xxx) xxd each underwriter, if any (including any broker or dealer which may be deemed an underwriter) and each person who controls any underwriter of the Registrable Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities liabilities, costs (including, without limitation, reasonable attorney's fees) and expenses arising out of caused by (i) any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement Statement, Prospectus or any preliminary prospectus or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to insofar as the extent the untrue statement or omission resulted from same are based upon any information that the holder furnished in writing to the Company by such holder, expressly for use therein, and or (ii) any failure to comply with violation by the Company of any federal, state or common law, rule or regulation applicable to the Company in connection with any Registration Statement, Prospectus or any preliminary prospectus, or any amendment or supplement thereto, and shall reimburse, as incurred, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such registrationclaims. Such The foregoing is subject to the condition that, insofar as the foregoing indemnities relate to any untrue statement, alleged untrue statement, omission or alleged omission made in any preliminary prospectus or Prospectus which is eliminated or remedied in any Prospectus or amendment or supplement thereto, the above indemnity obligations of the Company shall not inure to the benefit of any indemnified party if a copy of such final Prospectus or amendment or supplement thereto had been made available to such indemnified party and was not sent or given by such indemnified party at or prior to the time such action is required of such indemnified party by the 1933 Act and if delivery of such Prospectus or amendment or supplement thereto would have eliminated (or been a sufficient defense to) any liability of such indemnified party with respect to such statement or omission. Indemnity under this Section 4(a) shall remain in full force and effect, effect regardless of any investigation made by such or on behalf of any indemnified party, party and shall survive the permitted transfer of such the Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsSecurities.

Indemnification by Company. In consideration of Investor’s execution and delivery of this Agreement and acquiring the event Pre-Paid Purchases hereunder, and in addition to all of any registration of Registrable Securities Company’s other obligations under the Securities Act pursuant to this Agreement, to the full extent permitted by lawCompany shall defend, the Company agrees to protect, indemnify and hold harmless each holder of Registrable Securities, Investor and its officers, directors, trusteesmanagers, members, partners, employeesemployees and agents (including, advisors and agentswithout limitation, those retained in connection with the transactions contemplated by this Agreement) and each Person person who controls (Investor within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the 1934 Act (collectively, the “Investor Indemnitees”) from and the Exchange Act) the holder against any and all lossesactions, causes of action, suits, claims, damageslosses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by Investor Indemnitees or any of them as a result of, or arising out of of, or relating to (ia) any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement for the registration of the Purchase Shares as originally filed or in any amendment thereof under which such Registrable Securities were registered under the Securities Actthereof, or in any prospectus related prospectus, or preliminary prospectus contained therein or in any amendment thereof or any supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; provided, however, that Company will not be liable in light of the circumstances under which any such statements were made, except case to the extent the that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission resulted from or alleged omission made therein in reliance upon and in conformity with written information furnished to Company by or on behalf of Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the holder furnished in writing foregoing undertaking by Company may be unenforceable under Applicable Laws, Company shall make the maximum contribution to the Company expressly for use thereinpayment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws. Except as otherwise set forth herein, the mechanics and (ii) any failure to comply procedures with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, respect to the extent customarily required rights and obligations under this Section 6.1 (Indemnification by Company) shall be the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning same as those set forth in Section __ of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsRegistration Rights Agreement.

Indemnification by Company. In the event of any registration of any of the Registrable Securities Shares under the Securities Act pursuant to this Agreement, to the full extent permitted by lawWarrant, the Company agrees to will indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, Registered Holder and each Person person who controls the Registered Holder (within the meaning of the Securities Act and the Exchange Act) the holder against any and all claims, losses, claims, damages, damages and liabilities and expenses (or actions in respect thereof) arising out of (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of any material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein other document incident to any registration, qualification or compliance (or in any amendment thereof related Registration Statement, notification or the like) or any omission (or alleged omission omission) to state a therein any material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to any action or inaction required of the circumstances under which Company in connection with any such statements were maderegistration, except qualification or compliance, and the Company will reimburse each such Registered Holder and controlling person for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent the that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission resulted from based upon written information that the holder furnished in writing to the Company expressly in an instrument duly executed by such Registered Holder or controlling person and specifically for use thereinin such prospectus or other document. IGI, and INC. /s/ Xxxxxx X. Xxxxx ------------------------- By: Xxxxxx X. Xxxxx Title: Chief Executive Officer EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to the provisions set forth in the attached Warrant (ii) any failure No. ___), hereby irrevocably elects to comply with any lawpurchase _____ shares of the Common Stock covered by such Warrant. The undersigned herewith makes payment of $____________, rule or regulation applicable to representing the full Exercise Price for such registrationshares at the price per share provided for in such Warrant. Such indemnity shall remain payment takes the form of (check applicable box or boxes): [_] $______ in full force and effect, regardless lawful money of any investigation made by such indemnified party, and shall survive the transfer United States; and/or [_] The cancellation of such Registrable Securities by such holderportion of the attached Warrant as is exercisable for a total of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation). In connection Signature:_____________________ Address:______________________ ______________________ EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with a firm or best efforts underwritten offering, respect to the extent customarily required by the managing underwriternumber of shares of Common Stock covered thereby set forth below, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning unto: Name of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreements.Assignee Address No. of Shares ---------------- ------- ------------- Dated:_____________________ Signature:__________________________ Dated:_____________________ Witness:____________________________

Indemnification by Company. In To the event of extent permitted by applicable law, the Company will, with respect to any registration of Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under the Securities Act applicable “blue sky” laws has been effected pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable SecuritiesPurchaser, its each Purchaser’s current and former officers, directors, trusteespartners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Purchaser within the meaning of Section 15 of the Securities Act and such Purchaser’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, advisors and agentseach 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 the Exchange Act) the holder against any and all lossesexpenses, claims, losses, damages, liabilities 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 (i) or based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement or any amendment thereof under which registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such Registrable Securities were registered term is defined in Rule 433 under the Securities Act) or other document, any prospectus or preliminary prospectus contained therein in each case related to such registration statement, or any amendment thereof or supplement thereto, 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 not misleading therein, in light of the circumstances under in which such statements they were made, except not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Purchaser in any such case for any such Losses or action to the extent the 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 resulted from or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information that the holder regarding such Purchaser furnished in writing to the Company by such Purchaser or its authorized representatives expressly for use therein, and (ii) any failure to comply in connection with any law, rule such registration by or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless on behalf of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsPurchaser.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to shall indemnify and hold harmless the Initial Purchasers, in the case of the Notes Shelf Registration, each holder of Registrable SecuritiesNotes, and in the case of the Registered Exchange Offer, each Broker-Dealer who holds Exchange Notes acquired for its own account pursuant to the Registered Exchange Offer, and, in any such case, the Initial Purchasers' and such holder's officers, directors, trusteesemployees and agents and each person who controls an Initial Purchaser, partners, employees, advisors and agentsnow or hereafter, and each Person who controls (such holder within the meaning of either Section 15 of the Securities Act and or Section 20 of the Exchange ActAct (each such person being sometimes hereinafter referred to as an "Indemnified Person") the holder from and against any and all losses, claims, damages, liabilities and expenses judgments (collectively, "Losses") arising out of (i) or based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement registration statement or prospectus or in any amendment thereof under which such Registrable Securities were registered under or supplement thereto relating to the Securities ActNotes Shelf Registration or the Registered Exchange Offer, any prospectus as the case may be, or preliminary prospectus contained therein or any amendment thereof or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which such statements they were made, not misleading, except to the extent the insofar as such losses, claims, damages, liabilities or judgments are caused by any such untrue statement or omission resulted from or allegation thereof based upon information that the holder relating to such Indemnified Person furnished in writing to the Company by such Indemnified Person expressly for use thereintherein and used in conformity therewith; provided, and (ii) any failure however, that in the event the Initial Purchasers or a Broker-Dealer are required by law to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain deliver a final prospectus in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm Registered Exchange Offer or best efforts underwritten offeringa Note Shelf Registration and the indemnity obligations arising under this Section 5(a) arise with respect to untrue statements or omissions or untrue alleged statements or omissions made in a preliminary prospectus, such indemnity obligations arising under this Section 5(a) shall not inure to the benefit of the Initial Purchasers or any Broker- Dealer and its controlling persons and their respective directors, officers and employees if the person asserting any such Losses purchased the Notes from the Initial Purchasers or such Broker-Dealer and if a copy of the final prospectus (as then amended or supplemented if the Company shall have timely furnished any amendments thereof or supplements thereto), was not sent or given by the Initial Purchasers or such Broker-Dealer or on its behalf to such person at or prior to the time such delivery was required by law, and if the final prospectus (as then amended or supplemented if the Company shall have timely furnished any amendments thereof or supplements thereto) would have cured the defect giving rise to such Losses. The indemnity will be in addition to any liability which the Company may otherwise have. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnified Person, or notice of any such claim is received, in respect of which indemnity may be sought from the Company, such Indemnified Person shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of all reasonable fees and expenses of such defense; provided that the failure by any such Indemnified Person to so notify the Company shall not relieve the Company of its indemnification obligations under Section 5(a) hereof, except to the extent customarily required that the Company is materially prejudiced or forfeits substantive rights and defenses by reason of such failure. Such Indemnified Person shall have the managing underwriterright to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Person unless (A) the Company has agreed in writing to pay such fees and expenses or (B) the Company shall have failed to assume the defense of such action or proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in any such action or proceeding within a reasonable time after notice of commencement of such action or proceeding or (C) the named parties to any such action or proceeding (including any impleaded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Person that are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel (in which case, if such Indemnified Person notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company will indemnify shall not have the underwritersright to assume the defense of such action or proceeding on behalf of such Indemnified Person) it being understood, their officers and directors and each Person who controls (within however, that the meaning Company shall not, in connection with any one such action or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the Securities Act same general allegations or circumstances, be liable for the reasonable fees and the Exchange Actexpenses of more than one separate firm of attorneys (in addition to local counsel) the underwritersat any time for such Indemnified Person and any other Indemnified Persons, which firm shall be designated in writing by such Indemnified Persons (which shall be reasonably satisfactory to the extent customary Company), and that all such fees and expenses shall be reimbursed as they are billed). The Company shall not be liable for any settlement of any such action or proceeding effected without their written consent (which consent shall not be unreasonably withheld), but if settled with their written consent, or if there be a final, unappealable judgment for the plaintiff in any such agreementsaction or proceeding, the Company agrees to indemnify and hold harmless such Indemnified Persons from and against any loss or liability by reason of such settlement or judgment. The Company shall not, without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is a party and indemnity has been sought hereunder by such Indemnified Person; provided however, that the Company may effect such a settlement without the consent of such Indemnified Person if such settlement includes an unconditional release of such Indemnified Person from all liability for claims that are the subject matter of such proceeding or the Company indemnifies such Indemnified Person in writing and posts a bond for an amount equal to the maximum liability for all such claims as contemplated above or provides other security for such indemnity as shall be reasonably satisfactory to such Indemnified Person.

Indemnification by Company. In To the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to will indemnify and hold harmless each holder Holder and each underwriter, and each of Registrable Securities, its their respective officers, directors, trusteesaffiliates, advisors, stockholders, members, partners, employees, advisors agents and agents, employees and each Person person, if any, who controls (such Holder or underwriter within the meaning of the Securities Act and or the Exchange Act) the holder , against any and all losses, claims, damages, or liabilities and expenses arising (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal, Canadian, provincial or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon or related to any of the following statements, omissions or violations (collectively a "VIOLATION") by the Company: (i) any untrue statement or allegedly alleged untrue statement of a material fact contained in any the Registration Statement or any amendments or supplements thereto, or the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (including any preliminary, final or summary prospectus, amendment thereof under which or supplement thereto) included in such Registrable Securities were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof Registration Statement or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading any statement therein, in light of the circumstances under which such statements they were made, except not misleading, or (iii) any violation or alleged violation of the Securities Act, the Exchange Act, any Canadian, provincial or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any Canadian, provincial or state securities law in connection with the offering covered by the Registration Statement; PROVIDED, HOWEVER, that the Company will not be liable for indemnification in any such case to the extent the that any losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission resulted from or alleged omission of a material fact so made in reliance upon and in conformity with written information that the holder furnished in writing to the Company expressly for use thereinby such Holder; and PROVIDED, FURTHER, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not apply or inure to the benefit of any selling Holder or underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such selling Holder or underwriter or any of their respective officers, directors, affiliates, advisors, stockholders, members, partners, agents or employees, if copies of the prospectus were timely delivered to the Holder selling the Shares or the underwriter and 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 such Holder selling the Shares or the underwriter to such person, if required by law so to have been delivered, and if the prospectus (iias so amended or supplemented) any failure to comply with any law, rule or regulation applicable would have cured the defect giving rise to such registrationloss, claim, damage, liability or expense. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, Subject to the extent customarily required by the managing underwriterSection 2.5(c), the Company will indemnify the underwriterspay to each such Holder, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwritersofficer, to the extent customary director, affiliate, advisor, underwriter or controlling person any legal or other expenses reasonably incurred by them in connection with investigating or defending any such agreementsloss, claim, damage, liability or action as such expenses are incurred.

Indemnification by Company. In the event of any registration of -------------------------- any Registrable Securities under the Securities Act pursuant Act, the Company hereby agrees to this Agreementindemnify, to the full fullest extent permitted by law, the Company agrees to indemnify and hold harmless each holder seller of the Registrable SecuritiesSecurities hereby, its officers, directors, trusteesemployees, partners, employees, advisors and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Exchange Actrules and regulations promulgated thereunder) such holder or acts on behalf of such holder, and each other Person who participates as an underwriter in the holder offering or sale of such Registrable Securities, against any and all losses, claims, damages, liabilities and expenses arising out of (iincluding attorneys fees) in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or allegedly alleged untrue statement of material fact contained in any Registration Statement or any amendment thereof under in which such Registrable Securities were securities are registered under the Securities Act, any prospectus Prospectus or preliminary prospectus contained therein therein, or any amendment thereof or supplement thereto, or any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company will reimburse each such indemnified person for any reasonable legal or any other expenses reasonably incurred by them or any of them in light of connection with investigating or defending any such claim (or action or proceeding in respect thereof); provided, that the circumstances under which Company shall not be liable in any such statements were made, except case to the -------- ---- extent the that (i) same arises out of or is based on an untrue statement or alleged untrue statement or omission resulted from or alleged omission made in such Registration Statement, any such Prospectus or preliminary prospectus, or in any amendment or supplement thereto in reliance on and in conformity with written information that the holder furnished in writing to the Company expressly by such holder of Registrable Securities specifically stating that it is for use thereinin the preparation thereof, and (ii) such holder or any failure underwriter or selling agents failed to comply deliver a copy of the Prospectus or any amendments or supplements thereto to the Person asserting such loss, claim, damage, liability, or expense if the Company had furnished such holder with any lawa reasonably sufficient number of copies of the same, rule or regulation applicable to (iii) such registration. Such indemnity shall remain in full force and effect, regardless holder has violated the provisions of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holderSection 5.2 hereof. In connection with a firm or best efforts an underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, such underwriters at least to the same extent customary as provided above with respect to the indemnification of the holders of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of a holder or any such agreementsunderwriter and shall survive the transfer of the Registrable Securities by a holder.

Indemnification by Company. In To the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to will indemnify each Stockholder, each of their officers and hold harmless each holder of Registrable Securities, its officers, directors, trustees, directors and partners, employees, advisors and agents, and each Person who controls (person controlling any Stockholder within the meaning of Section 15 of the Securities Act Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the Exchange meaning of Section 15 of the Securities Act) the holder , against any and all lossesexpenses, claims, damageslosses, damages or liabilities and expenses arising (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to the extent such expenses, claims, losses, damages or liabilities arise out of (i) or are based on any untrue statement (or allegedly alleged untrue statement statement) of a material fact contained in any Registration Statement registration statement, prospectus, offering circular or other similar document, or any amendment thereof under which or supplement thereto, incidental to any such Registrable Securities were registered under the Securities Actregistration, any prospectus qualification or preliminary prospectus contained therein compliance, or any amendment thereof 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 not misleading therein, in light of the circumstances under in which such statements they were made, except to not misleading, or any violation by the extent Company of the untrue statement Securities Act or omission resulted from information that any rule or regulation promulgated under the holder furnished in writing Securities Act applicable to the Company expressly for use thereinin connection with any such registration, qualification or compliance, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwritersreimburse each Stockholder, each of their officers and directors and partners, and each Person person controlling any Stockholder, each such underwriter and each person who controls (within any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; provided, however, that the meaning indemnity contained herein shall not apply to amounts paid in settlement of any claim, loss, damage, liability, expense or action if settlement is effected without the consent of the Securities Act and Company (which consent shall not unreasonably be withheld); provided, further, that the Exchange Act) the underwriters, Company will not be liable in any such case to the extent customary that any such claim, loss, damage, liability, expense or action arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by a holder of Registrable Securities, such agreementscontrolling person or such underwriter specifically for use therein; provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, expense or action arises out of or is based on a Stockholder’s failure to provide a prospective transferee with a current copy of the registration statement or prospectus and such registration statement or prospectus would have cured the defect giving rise to such claim, loss, damage, liability, expense or action. Notwithstanding the foregoing, insofar as the foregoing indemnity relates to any such 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 final prospectus filed with the Commission pursuant to the applicable rules of the Commission or in any supplement or addendum thereto, the indemnity agreement herein shall not inure to the benefit of any underwriter if a copy of the final prospectus filed pursuant to such rules, together with all supplements and addenda thereto, was not furnished to the person or entity asserting the loss, liability, claim, damage, expense or action at or prior to the time such furnishing is required by the Securities Act.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this AgreementThe Company will, to the full maximum extent permitted by law, the Company agrees to indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, the Investors and each Person person, if any, who controls (an Investor within the meaning of the Securities Act and the Exchange Act) the holder , against any and all losses, claims, damages, or liabilities, joint or several, to which such Investor or such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising out of (ior actions in respect thereof) are caused by any untrue statement or allegedly alleged untrue statement of any material fact contained in the Registration Statement, any Registration Statement prospectus contained therein, or any amendment thereof under which such Registrable Securities were registered under or supplement thereof, or arising out of or based upon the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; and will reimburse such Investor and each such controlling person for any legal or other expenses incurred by such Investor or such controlling person in light of connection with investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the circumstances under which company will not be liable in any such statements were made, except case to any Investor or its controlling person(s) to the extent the that any such loss, claim, damage, expense or liability arises out of, or is based upon, an untrue statement or alleged untrue statement or omission resulted from or alleged omission so made in conformance with information that the holder has been furnished in writing by such Investor in accordance with Section 6; provided, however that the Company shall not be required to provide such indemnification if such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus and if, in respect to such statement, alleged statement, omission or alleged omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus had not been sent or given at or prior to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning confirmation of the Securities Act and the Exchange Act) the underwriterssale with respect to which such loss, to the extent customary in such agreementsclaim, damage, expense or liability relates.

Indemnification by Company. In the event of any registration of any Registrable Securities under the Securities Act pursuant Act, the Company hereby agrees to this Agreementindemnify, to the full fullest extent permitted by law, the Company agrees to indemnify and hold harmless the Holder and each holder other person who participates as an underwriter in the offering or sale of such Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the holder against any and all losses, claims, damages, liabilities and expenses arising out of (iincluding attorneys fees) in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or allegedly alleged untrue statement of material fact contained in any Demand Registration Statement or any amendment thereof under in which such Registrable Securities were are registered under the Securities Act, any prospectus or preliminary prospectus contained therein therein, or any amendment thereof or supplement thereto, or any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and the Company will reimburse each such indemnified person for any reasonable legal or any other expenses reasonably incurred by them or any of them in light of connection with investigating or defending any such claim (or action or proceeding in respect thereof); provided, that the circumstances under which Company shall not be liable in any such statements were made, except case to the extent the that (i) same arises out of or is based on an untrue statement or alleged untrue statement or omission resulted from or alleged omission made in such Demand Registration Statement, any such prospectus or preliminary prospectus, or in any amendment or supplement thereto in reliance on and in conformity with written information that the holder furnished in writing to the Company expressly for use thereinby the Holder, and or (ii) the Holder or any failure underwriter or selling agents failed to comply deliver a copy of the prospectus or any amendments or supplements thereto to the person asserting such loss, claim, damage, liability, or expense if the Company had furnished such Holder with any lawa reasonably sufficient number of copies of the same. Further, rule or regulation applicable the indemnification provisions of this Section 5.4(a) shall not apply to such registration. Such indemnity shall remain amounts paid in full force and effect, regardless settlement of any investigation made by claim if such indemnified party, and shall survive settlement is effected without the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning prior written consent of the Securities Act and the Exchange Act) the underwritersCompany, to the extent customary in such agreementswhich consent shall not be unreasonably withheld.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify and hold -------------------------- harmless the Investor and each holder of Registrable SecuritiesPecuniary Owner and their respective partners, its officers, directors, trustees, partners, employees, advisors employees and agents, and each Person who controls any such Persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder against any and all losses, claims, damages, liabilities and expenses arising out of (i) or based upon any untrue or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were mademisleading, except to insofar as the extent the untrue statement same are caused by or omission resulted from contained in any information that the holder furnished in writing to the Company by the Investor or such Pecuniary Owner or any other person who participates as an underwriter in the offer and sale of securities, as the case may be, expressly for use therein, and (ii) any or due to the Investor's or Pecuniary Owners' failure to comply with any lawdeliver an amended or supplemental Prospectus, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless after having been provided copies of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm amended or best efforts underwritten offering, to the extent customarily required supplemental Prospectus by the managing underwriterCompany, the if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the underwritersdistribution, their officers and directors trust managers and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the underwriters, to the same extent customary in such agreementsas provided above with respect to the indemnification of the Investor and each Pecuniary Owner, if requested.

Indemnification by Company. In the event of any registration connection with each Registration Statement relating to disposition of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by lawSecurities, the Company agrees to shall indemnify and hold harmless each holder of Registrable SecuritiesHolder, its officers, directors, trustees, partners, employees, advisors directors and agents, agents and each Person Person, if any, who controls such Holder (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act) the holder against any and all losses, claims, damagesdamages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof under which such Registrable Securities were registered under the Securities ActStatement, any prospectus Prospectus or preliminary prospectus contained therein or any amendment thereof or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading; provided, however, that such indemnity shall not inure to the benefit of any Holder (or any Person controlling such Holder (within the meaning of Section 15 of the circumstances under which Securities Act or Section 20 of the Exchange Act)) on account of any losses, claims, damages or liabilities arising from the sale of the Registrable Securities if such statements were made, except to the extent the untrue statement or omission resulted from or alleged untrue statement or omission was made in such Registration Statement, Prospectus or preliminary prospectus, or such amendment or supplement, in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly by such Holder specifically for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreements.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to shall indemnify and hold harmless each holder the Holder of such Registrable Securities, its officers, directors, trustees, partners, employeeslegal counsel, advisors and agents, each other person (including each underwriter) who participated in the offering of such Registrable Securities and each Person other person, if any, who controls (such Holder or such participating person within the meaning of the Securities Act and the Exchange Act) the holder , against any and all expenses, losses, claims, damagesdamages or liabilities, joint or several, to which such Holder, officer, director, partner, legal counsel, or any such participating person or controlling person may become subject under the Securities Act or any other statute or at common law, insofar as such expenses, losses, claims, damages or liabilities and expenses arising (or actions in respect thereof) arise out of or are based upon (i) any untrue or allegedly alleged untrue statement of any material fact contained, on the effective date thereof, in the Shelf Registration Statement, any preliminary prospectus or final prospectus contained in any Registration Statement therein, or any amendment thereof under which such Registrable Securities were registered under the Securities Actor supplement thereto, (ii) any prospectus or preliminary prospectus contained therein or any amendment thereof or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light or (iii) any violation by the Company of the circumstances under which Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such statements were maderegistration, except and shall reimburse such Holder, officer, director, partner, legal counsel or such participating person or controlling person for any legal or any other expenses reasonably incurred by such Holder, officer, director, partner, legal counsel or such participating person or controlling person in connection with investigating and defending or settling any such expense, loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent the that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission resulted from or alleged omission made in the Shelf Registration Statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with information that the holder furnished in writing to the Company expressly for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified partyHolder; and, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, provided further that the Company will indemnify shall not be liable in any such case insofar as it relates to any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus but eliminated or remedied in the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsfinal prospectus.

Indemnification by Company. In the event of any a registration of Registrable Securities under the Securities Act any Shares pursuant to this Agreement, to the full extent permitted by lawArticle IV, the Company agrees to will indemnify and hold harmless each holder of Registrable Securities, its officers, directors, trustees, partners, employees, advisors and agents, the Participating Investors and each Person who controls (within the meaning officer, director, employee and agent of each of the Securities Act and the Exchange Act) the holder foregoing, against any and all expenses, losses, claims, damagesdamages or liabilities, joint or several, to which Participating Investors may become subject under the Securities Act, any state securities law or otherwise, including any of the foregoing incurred in settlement of any litigation, commenced or threatened, insofar as such expenses, losses, claims, damages or liabilities and expenses arising (or actions in respect thereof) arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of any material fact contained contained, on the Effective Date thereof, in any Registration Statement or any amendment thereof registration statement under which such Registrable Securities were Shares are registered under the Securities Act, any preliminary prospectus or preliminary final prospectus contained therein therein, or any amendment thereof or any supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made not misleading; PROVIDED, HOWEVER, that the Company will not be liable in any such statements were made, except case to a Participating Investor to the extent the that any such expense, loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission resulted from or alleged omission made in such registration statement, said preliminary prospectus or said prospectus or said amendment or supplement in reliance upon and in conformity with written information that the holder furnished in writing to the Company expressly by or on behalf of such Participating Investor specifically for use thereinin the preparation thereof and, and (ii) PROVIDED, FURTHER, that the Company will not be liable in any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm or best efforts underwritten offering, case to the extent customarily required that any such expense, loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary prospectus or said prospectus has been corrected in an amendment or supplement thereto and if, having previously been furnished by the managing underwriter, or on behalf of the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning with copies of the Securities Act and registration statement, preliminary prospectus or prospectus as amended or supplemented the Exchange Act) Participating Investors fail to deliver such amended or supplemented registration statement, preliminary prospectus or prospectus in connection with the underwriterssale of Shares to any person asserting such expense, to the extent customary in such agreementsloss, claim, damage or liability.

Indemnification by Company. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the The Company agrees to indemnify indemnify, defend and hold harmless each holder of Registrable Securitiesthe Placement Agent, its officers, directors, trustees, partners, employees, advisors and agents, managers, members, representatives, guarantors, sureties and each Person person who controls (the Placement Agent within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934 ("Indemnified Persons") from and the Exchange Act) the holder against any and all losses, claims, damages, liabilities or expenses, joint or several (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such Indemnified Persons), which they or any of them may incur under the Act, or any state securities law and the Rules and Regulations or the rules and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse such Indemnified Persons for any legal or other expense (including the cost of any investigation and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims, damages, liabilities and expenses arising arise out of (i) or are based upon any untrue statement or allegedly alleged untrue statement of a material fact contained in any Registration Statement the Memorandum or any amendment thereof under which such Registrable Securities were registered or supplement thereto or any authorized sales literature or any application or other document filed with the Commission or in any state or other jurisdiction in order to qualify the Shares under the Securities Actsecurities laws thereof, any prospectus or preliminary prospectus contained therein or any amendment thereof or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light misleading, all as of the circumstances under which date of the Memorandum or such statements were madeamendment or supplement, except to as the extent the case may be, or any untrue statement or omission resulted from information alleged untrue statement of a material fact contained in the Memorandum (as amended or supplemented) or other document, or the failure to comply with the security registration requirement of the Act or any applicable state law; provided, however, that the holder indemnity agreement contained in this Section 7.01 shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the Company, nor shall it apply to any Indemnified Persons in respect of any such losses, claims, damages, liabilities or actions arising out of or based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon information furnished in writing to the Company expressly by such Indemnified Persons specifically for use therein, and (ii) any failure to comply with any law, rule or regulation applicable to such registration. Such indemnity shall remain in full force and effect, regardless of any investigation made by such indemnified party, and shall survive the transfer of such Registrable Securities by such holder. In connection with a firm the preparation of the Memorandum or best efforts underwritten offering, any such amendment or supplement thereto. This indemnity agreement is in addition to any other liability which the Company may otherwise have to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the underwriters, to the extent customary in such agreementsIndemnified Persons.