Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, who controls the Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the Holder and any agents or directors, officers, members, partners, employees, agents, representatives thereofof, and each Person, if any, who controls the Holder any Investor within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "“Indemnified Person"”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' ’ fees, amounts paid in settlement or expenses, joint or several several, (collectively, "“Claims"), ”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("“Indemnified Damages"”), to which the Indemnified Person any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "“blue sky" ” laws of any jurisdiction in which Registrable Securities are offeredoffered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, the Canadian Securities Laws, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iiiiv) being, collectively, "“Violations"”). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel6.3, the Company shall reimburse the Indemnified PersonPersons, promptly as such expenses Indemnified Damages are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): 6.1: (Ai) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in strict conformity with information furnished in writing to the Company by any such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent , if such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus was timely made available by the Company or (II) the to such Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not Person pursuant to use such incorrect prospectusSection 3.3; and (Cii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale transfer of the Registrable Securities by the Holder Investors pursuant to the Registration StatementArticle 9.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder Holders and any agents or representatives thereof, and each Person, if any, who controls the Holder Holders within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder Holders to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder Holders pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Person’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (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, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties 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, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementany Holder.

Indemnification by Company. To The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Company willeach Purchaser, and hereby doeseach of its officers, indemnifydirectors, hold harmless and defend the Holder and any agents or representatives thereof, partners and each Person, if any, person who controls the Holder such Purchaser (within the meaning of the 1933 Act or the Applicable Canadian Securities Exchange Act of 1934, as amended (the "1934 Act"Laws) (each, an "Indemnified Person"), against any all losses, claims, damages, liabilities, judgmentscosts (including, fineswithout limitation, penalties, charges, costs, attorneys' reasonable attorney’s fees, ) amounts paid in settlement or expenses, joint or several and expenses incurred by such person (collectively, "“Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject ”) insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise Claim arises out of or are is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredCanadian Prospectus, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SECSEC or Principal Regulator, as applicable) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Actany federal, the 1934 Actstate, any other provincial, territorial or common law, includingrule or regulation applicable to the Company in connection with any Registration Statement, without limitation, Prospectus or any state securities lawpreliminary Prospectus, or any rule amendment or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement supplement thereto (the matters in the foregoing clauses (i1), (ii) through and (iii) being, being collectively, "“Violations"”). Subject to , and shall reimburse, in accordance with subparagraph (c) below, each of the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, foregoing persons for any reasonable legal fees or and any other reasonable expenses reasonably incurred by him, her or it in connection with investigating or defending any such Claimclaims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim by an indemnified person arising out of or based upon a Violation which that occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person such indemnified person or by a Purchaser on behalf of such indemnified person expressly for use in connection with the preparation of the Registration Statement or Prospectus or any such amendment thereof or supplement theretothereto and; (Bii) shall not be available to the extent such Claim is based on (I) a failure of the Holder Purchaser to deliver or to cause to be delivered the prospectus Prospectus made available by the Company or (IIpursuant to Section 3(k) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance if such Prospectus was timely made available by the Company reasonably in writing not advance to use the time delivery of such incorrect prospectus; and (CProspectus was required of such indemnified person. Indemnity under this Section 5(a) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person any indemnified party and shall survive the resale permitted transfer of the Registrable Securities by the Holder pursuant to the Registration StatementSecurities.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (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, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties 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, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementany Holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus (including a prospectus supplement), or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (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, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus (or prospectus supplement), preliminary prospectus (or prospectus supplement), offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act), “road show” presentation or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties 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, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made by state or federal law (including any claim arising out of or based on behalf of any untrue statement or alleged untrue statement or omission or alleged omission in the Indemnified Person registration statement or prospectus) which occurs in reliance upon and shall survive the resale of the Registrable Securities by the in conformity with written information regarding such Holder pursuant furnished to the Registration StatementCompany by such Holder expressly for use in connection with such registration by any such Holder.

Indemnification by Company. To The Company agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Company willSeller, Seller's Parent, and hereby doesthe Underwriters, indemnify, hold harmless and defend the Holder their respective officers and any agents or representatives thereofdirectors, and each Person, if any, Person who controls the Holder (within the meaning of the 1933 Securities Act or the Securities Exchange Act Act) any of 1934, as amended (the "1934 Act") foregoing Persons (each, an "Indemnified PersonParty" and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or liabilities and expenses, joint or several (collectivelyincluding reasonable costs of investigation and legal expenses) (each, a "ClaimsLoss" and collectively "Losses"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon: upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or in any filing made registration statement under which the Additional Shares are registered under the Securities Act in connection with the qualification of the offering under the securities Secondary Sale contemplated hereby (including any final, preliminary or other "blue sky" laws of summary prospectus contained therein or any jurisdiction in which Registrable Securities are offeredamendment thereof or supplement thereto or any documents incorporated by reference therein), or the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which the statements therein they were made, ) not misleading; provided, (ii) however, that the Company shall 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 alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs registration statement in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly the Seller Group for use in connection with inclusion therein or the preparation Seller Group's failure to deliver a copy of the Registration Statement registration statement (or prospectus or any such amendment thereof amendments or supplement supplements thereto; (B) shall not be available to after the extent such Claim is based on (I) Company has furnished the Seller Group with a failure sufficient number of copies of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementsame.

Indemnification by Company. To The Company agrees to indemnify the fullest extent permitted by lawAdministrative Agent, the Company will, each Joint Lead Arranger and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereofeach Lender, and each PersonRelated Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all 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 anyreasonably necessary, who controls the Holder within the meaning a single local counsel in each relevant material jurisdiction, unless there exists a perceived or actual conflict of the 1933 Act or the Securities Exchange Act of 1934, interest among Indemnitees (as amended (the "1934 Act") (each, an "Indemnified Person"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 losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatenedIndemnitee arising out of, in respect thereof) arise out connection with, or as a result of or are based upon: (i) any untrue statement the execution or alleged untrue statement delivery of a material fact in the Registration Statement this Agreement or any post-effective amendment thereto agreement or in any filing made in connection with instrument contemplated hereby, the qualification performance by the parties hereto of their respective obligations hereunder or the consummation of the offering under the securities Transactions or any other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleadingtransactions contemplated hereby, (ii) any untrue statement Loan or the use or intended use of the proceeds therefrom, (iii) the enforcement of this Agreement, (iv) any actual or alleged untrue statement presence or release of a material fact contained in the final prospectus (as amended Hazardous Materials on or supplemented, if from any property owned or operated by the Company files or any amendment thereof of its Subsidiaries, or supplement thereto with any Environmental Liability related in any way to the SEC) Company or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleadingits Subsidiaries, or (iiiv) any violation actual or alleged violation prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Company of the 1933 Actor its equity holders, the 1934 ActAffiliates, creditors or any other lawthird Person and whether based on contract, including, without limitation, any state securities law, tort or any rule or regulation thereunder relating to the offer or sale other theory and regardless of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for whether any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to Indemnitee is a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement party thereto; (B) provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such Claim is based on Liabilities or related expenses (Ix) are determined by a failure court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim not involving an act or omission of the Holder to deliver Company and that is brought against by an Indemnitee against another Indemnitee (other than against the Administrative Agent, the Syndication Agent, or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised any Joint Lead Arranger in advance by the Company in writing not to use such incorrect prospectus; and (Ctheir capacities as such). This Section 9.03(c) shall not apply with respect to amounts paid in settlement of Taxes other than any Claim if such settlement is effected without the prior written consent of the CompanyTaxes that represent losses, which consent shall not be unreasonably withheldclaims or damages arising from any non-Tax claim. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.​

Indemnification by Company. To The Company agrees to indemnify the fullest extent permitted by lawAdministrative Agent, the Company will, each Joint Lead Arranger and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereofeach Lender, and each PersonRelated Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all 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 anyreasonably necessary, who controls the Holder within the meaning a single local counsel in each relevant material jurisdiction, unless there exists a perceived or actual conflict of the 1933 Act or the Securities Exchange Act of 1934, interest among Indemnitees (as amended (the "1934 Act") (each, an "Indemnified Person"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 losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatenedIndemnitee arising out of, in respect thereof) arise out connection with, or as a result of or are based upon: (i) any untrue statement the execution or alleged untrue statement delivery of a material fact in the Registration Statement this Agreement or any post-effective amendment thereto agreement or in any filing made in connection with instrument contemplated hereby, the qualification performance by the parties hereto of their respective obligations hereunder or the consummation of the offering under the securities Transactions or any other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleadingtransactions contemplated hereby, (ii) any untrue statement Loan or the use or intended use of the proceeds therefrom, (iii) the enforcement of this Agreement, (iv) any actual or alleged untrue statement presence or release of a material fact contained in the final prospectus (as amended Hazardous Materials on or supplemented, if from any property owned or operated by the Company files or any amendment thereof of its Subsidiaries, or supplement thereto with any Environmental Liability related in any way to the SEC) Company or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleadingits Subsidiaries, or (iiiv) any violation actual or alleged violation prospective Proceeding relating to any of the foregoing, whether or not such Proceeding is brought by the Company of the 1933 Actor its equity holders, the 1934 ActAffiliates, creditors or any other lawthird Person and whether based on contract, including, without limitation, any state securities law, tort or any rule or regulation thereunder relating to the offer or sale other theory and regardless of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for whether any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to Indemnitee is a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement party thereto; (B) provided that such indemnity shall not not, as to any Indemnitee, be available to the extent that such Claim is based on Liabilities or related expenses (Ix) are determined by a failure court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or (y) result from a claim not involving an act or omission of the Holder to deliver Company and that is brought against by an Indemnitee against another Indemnitee (other than against the Administrative Agent, the Syndication Agent, or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised any Joint Lead Arranger in advance by the Company in writing not to use such incorrect prospectus; and (Ctheir capacities as such). This Section 9.03(c) shall not apply with respect to amounts paid in settlement of Taxes other than any Claim if such settlement is effected without the prior written consent of the CompanyTaxes that represent losses, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of claims or damages arising from any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementnon-Tax claim.

Indemnification by Company. To The Company agrees to indemnify, to -------------------------- the fullest extent permitted by law, the Company willeach Holder, each of its officers, trustees, trust beneficiaries, directors, employees and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereofpartners, and each Person, if any, Person who controls the such Holder within the meaning of the 1933 Act or Section 15 of the Securities Act and Section 20(a) of the Exchange Act of 1934, as amended (the "1934 Act") (each, an a "Stockholder ----------- Indemnified PersonParty"), ) against any and all losses, claims, damages, liabilitiesliabilities or ----------------- expenses (including, judgmentswithout limitation, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesthe reasonable legal fees and expenses of legal counsel), joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), ) to which the Indemnified Person they or ------- any of them may become subject subject: (i) under the Securities Act, the Exchange Act, or otherwise, insofar as such Claims Damages (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement any registration statement, prospectus, preliminary prospectus or any post-effective amendment thereto or in to any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredforegoing, or the 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, in light of the circumstances under which the statements therein were made, not misleading, ; or (ii) any untrue statement as a result of or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto connection with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation of applicable federal, state or alleged violation foreign laws or regulations (collectively, "Laws") by the Company ---- (other than as a result of any act committed by or omission of a Stockholder Indemnified Party without the Company's approval) or any of the 1933 ActCompany's employees, the 1934 Act, officers or directors in connection with any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, such registration and the Company shall will reimburse the any Stockholder Indemnified Person, promptly as such expenses are incurred and are due and payable, Party for any reasonable legal fees or other reasonable expenses reasonably incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to claim or threatened claim for such Damages; provided, -------- however, that the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall Company will not apply be liable to a Claim arising Stockholder Indemnified Party ------- if any such Damages arise out of or are based upon a Violation which occurs any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished in writing to the Company by any or on behalf of such Stockholder Indemnified Person expressly Party in a signed document stating that such information is specifically for use therein; provided, further, that the foregoing indemnity -------- ------- is subject to the condition that, insofar as it related to any untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus but eliminated or remedied in the final prospectus (filed pursuant to Rule 424(b) under the Securities Act), such indemnity shall not inure to the benefit of a Holder from whom the Person asserting any Damages purchased the Registrable Securities which are the subject thereof, if copies of such final prospectus were delivered to such Holder on a timely basis and such Holder did not deliver to such Person the final prospectus with or prior to the written confirmation for the sale of such Registrable Securities to such Person. In connection with an Underwritten Offering, the preparation of Company will indemnify the Registration Statement or any such amendment underwriters thereof or supplement thereto; (B) shall not be available to the same extent such Claim is based on (I) as provided above with respect to the indemnification of Stockholder Indemnified Parties and use its reasonable best efforts to obtain a failure of reciprocal and mutual indemnity from the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldunderwriters. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the such Stockholder Indemnified Person Party and shall survive any transfer by the resale same of the Registrable Securities by of the Holder pursuant to the Registration StatementHolders.

Indemnification by Company. To The Company will, and hereby agrees to, indemnify and hold harmless, to the fullest full extent permitted by law, each holder of Registrable Securities, Purchaser, their respective affiliates and their respective partners, owners, officers, directors, shareholders, employees, advisors, agents, each other Person who participates as an underwriter, selling broker, dealer manager, or similar securities industry professional in the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents offering or representatives thereofsale of Registrable Securities, and each Person, if any, Person who controls the Holder (within the meaning of the 1933 Securities Act or the Securities Exchange Act Act) any of 1934, as amended (the "1934 Act") foregoing Persons (each, an "Indemnified PersonINDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"), from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement whether or not such Indemnified Party is a party thereto) and expenses, joint or several (collectivelyincluding reasonable costs of investigation and legal expenses) (each, a "ClaimsLOSS" and collectively "LOSSES"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon: upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any post-effective amendment thereof or supplement thereto or in any filing made in connection with the qualification of the offering under the documents incorporated by reference therein), or any related statute securities or other "blue sky" laws of applications or (ii) any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which the statements therein they were made, ) not misleading; PROVIDED, (ii) HOWEVER, that the Company shall not be liable to a 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 contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein made in any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the such Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with written information furnished in writing to the Company by any such Indemnified Person expressly Party through an instrument duly executed by such Indemnified Party, specifically stating that it is for use in connection with the preparation of the such Registration Statement or Statement. This indemnity shall be in addition to any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by liability the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldmay otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the such holder or any Indemnified Person Party and shall survive the resale transfer of the Registrable Securities such securities by the Holder pursuant to the Registration Statementsuch holder.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (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, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties 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, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payableincurred; provided, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementany Holder.

Indemnification by Company. To the fullest extent permitted by lawapplicable Law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” Laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, employees and any agents or representatives thereofAffiliates, and each Personof its representatives, if any, who controls the each Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act of 1934and each underwriter (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (including reasonable attorney’s fees and expenses and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, Law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties 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, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to incurred; provided that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal Law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder, it being understood and agreed that the Indemnified Person and shall survive the resale only such information furnished by or on behalf of any Holder consists of the Registrable Securities by the Holder pursuant to the Registration Statementinformation described as such in Section 3.2 below.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Holder who holds such Registrable Securities, the Holder and any agents or directors, officers, partners, employees, agents, representatives thereofof, and each Person, if any, who controls the controls, any Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") ), (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified PersonHolders and each such controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus were timely made available by the Company pursuant to Section 3(c); (Bii) shall not be available to the extent such Claim is based on (Ia) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (IIb) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (Ciii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder Holders pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hereby does, indemnify, hold harmless each Holder, each Holder’s current and defend the Holder former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and any agents or representatives thereofemployees, and each Person, if any, who controls the Person controlling such Holder within the meaning of the 1933 Act or Section 15 of the Securities Exchange Act and such Holder’s current and former officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of 1934Section 15 of the Securities Act (collectively, as amended (the "1934 Act") (each, an "“Company Indemnified Person"Parties”), from and against any lossesand all expenses, claims, losses, damages, liabilitiescosts (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, costs, attorneys' fees, amounts paid in settlement or expensesand other liabilities, joint or several (collectivelyseveral, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise (collectively, “Losses”) to the extent arising out of or are based upon: (i) on any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Registration Statement Securities Act) or other document, in each case related to such registration statement, or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offeredsupplement thereto, or the based on any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein they were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, any other law, including, without limitation, any state securities law, law or any rule rules or regulation regulations thereunder relating applicable to the offer or sale Company and (without limiting the preceding portions of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"this Section 3.1). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall will reimburse each of the Company Indemnified PersonParties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in Table of Contents connection with investigating, promptly defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred and are due and payableincurred; provided, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to that the contrary contained herein, the Company’s indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) obligations shall not apply to amounts paid in settlement of any Claim Losses or action if such settlement is effected without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld. Such indemnity withheld or delayed), nor shall remain the Company be liable to a Holder in full force and effect regardless any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any investigation made state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statementany Holder.

Indemnification by Company. (a) To the fullest extent permitted by law, the Company will, will indemnify and hereby does, indemnify, hold harmless and defend each Eligible Investor that holds such Registrable Securities, any underwriter (as defined in the Holder Securities Act) for the Eligible Investors, any directors or officers of such Eligible Investor or such underwriter and any agents or representatives thereof, and each Person, if any, person who controls the Holder such Eligible Investor or such underwriter within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, each an "Indemnified Person"), ) ------------------ against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid expenses or liabilities (joint or several) (including in settlement or expenses, joint or several of litigation) (collectively, and together with actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, "Claims"), incurred in investigating, preparing or defending ) to ------ which any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may of them become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) upon any untrue statement of the following statements, omissions or alleged untrue statement of violations in a material fact in the Registration Statement or filed pursuant to this Agreement, any post-effective amendment thereto thereof or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements prospectus included therein, in light of the circumstances under which the statements therein were made, not misleading, : (iia) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended Registration Statement or supplemented, if the Company files any post-effective amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or ; (iiib) any violation untrue statement or alleged violation by the Company untrue statement of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters a material fact contained in the foregoing clauses prospectus (ias it may be amended or supplemented) through (iii) being, collectively, "Violations"). Subject to or the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.omission

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the Holder and any agents or directors, officers, members, partners, employees, agents, representatives thereofof, and each Person, if any, who controls the Holder any Investor within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' reasonable attorneys fees, amounts paid in settlement or expenses, joint or several several, (collectively, "Claims"), ) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" sky laws of any jurisdiction in which Registrable Securities are offeredoffered (Blue Sky Filing), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Securities Act, the 1934 Exchange Act, the Canadian Securities Laws, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iiiiv) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel6.3, the Company shall reimburse the Indemnified PersonPersons, promptly as such expenses Indemnified Damages are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): 6.1: (Ai) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in strict conformity with information furnished in writing to the Company by any such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent , if such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus was timely made available by the Company or (II) the to such Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not Person pursuant to use such incorrect prospectusSection 3.3; and (Cii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldwithheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale transfer of the Registrable Securities by the Holder Investors pursuant to the Registration StatementArticle 9.

Indemnification by Company. To The Company will, and hereby agrees to, indemnify and hold harmless, to the fullest full extent permitted by law, each holder of Registrable Securities, its Affiliates and their respective officers, directors, shareholders, employees, advisors, agents, each other Person who participates as an underwriter, selling broker, dealer manager, or similar securities industry professional in the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents offering or representatives thereofsale of Registrable Securities, and each Person, if any, Person who controls the Holder (within the meaning of the 1933 Securities Act or the Securities Exchange Act Act) any of 1934the foregoing Persons (collectively, as amended (the "1934 ActIndemnified Holder Parties") (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement whether or not such Indemnified Holder Party is a party thereto) and expenses, joint or several (collectivelyincluding reasonable costs of investigation and legal expenses) (each, a "ClaimsLoss" and collectively "), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto (Losses"Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon: upon (i) any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any post-effective amendment thereof or supplement thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offereddocuments incorporated by reference therein), or the (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which the statements therein they were made, ) not misleading; provided, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplementedhowever, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of that the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, who controls controls, the Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person an indemnified party is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person it may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified PersonParty, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (Ai) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus were timely made available by the Company pursuant to Section 3(c); (Bii) shall not be available to the extent such Claim is based on (IA) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (IIB) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (Ciii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.

Indemnification by Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, who controls the Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint or several (collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified iIndemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Holder pursuant to the Registration Statement.

Indemnification by Company. To Radio agrees to indemnify and hold harmless, to the fullest full extent permitted by law, the Company willeach Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and hereby does, indemnify, hold harmless and defend the Holder and any agents or representatives thereof, and each Person, if any, Person who controls the Holder (within the meaning of the 1933 Securities Act or the Securities Exchange Act of 1934, as amended (the "1934 Act") (each, an "Indemnified Person"), such Persons from and against any and all losses, claims, damages, liabilitiesliabilities (or actions or proceedings in respect thereof, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto ("Indemnified Damages"), to which the Indemnified Person may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof“Losses”) arise arising out of or are based upon: upon (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final prospectus (as amended or supplemented, if the Company files preliminary Prospectus contained therein or any amendment thereof or supplement thereto with or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the SECSecurities Act) that Radio has filed or is required to file pursuant to Rule 433(d) of the Securities Act, (ii) any misstatement of a material fact, or an omission or alleged omission to state therein any of a material fact necessary to make a statement not materially misleading (in the statements made thereincase of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which such statement was made); provided, however, that Radio shall not be liable to any particular indemnified party in any such case to the statements therein were madeextent that any such Loss arises out of or is based upon a misstatement of a material fact, or an omission of a material fact necessary to make a statement not materially misleading, or (iii) in any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the such Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). Subject to the restrictions set forth in Section 6(c) with respect to the number of legal counsel, the Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by him, her or it in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with written information furnished in writing to the Company Radio by any Indemnified Person such indemnified party expressly for use in connection the preparation thereof or (ii) which has been corrected in a subsequent filing with the preparation SEC but such indemnified party nonetheless failed to provide such corrected filing to the Person asserting such Loss, in breach of the Registration Statement or indemnified party’s obligations under applicable law. This indemnity shall be in addition to any such amendment thereof or supplement thereto; (B) shall not be available to the extent such Claim is based on (I) a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company or (II) the Indemnified Person's use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; and (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheldliability Radio may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person such Holder or any indemnified party and shall survive the resale transfer of the Registrable Securities such securities by the Holder pursuant to the Registration Statementsuch Holder.