Common use of Indemnification by the Company Clause in Contracts

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holder.

Indemnification by the Company. In the event of any Registrable Securities are included in a registration of any securities of statement under this Section 2, to the Company under the Securities Actextent permitted by law, the Company will, and hereby does agree to does, indemnify and hold harmless the Holderseller of any Registrable Securities covered by such registration statement, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls the Holder such seller or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such seller and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such seller expressly for use in the preparation thereof andthereof, and provided further that the Company shall not be liable to any Person person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Personperson's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretoprospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to agrees to, indemnify and hold harmless the Holderholder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such holder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, thereto (including any related issuer free-writing prospectus) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or any violation by the Company of the Securities Act or the Exchange Act applicable to the Company in connection with such registration, and the Company will reimburse the Holder such holder and each such director, officer, underwriter and controlling person for any legal or any other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including any issuer free-writing prospectus) in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by the Holder or underwriter such holder specifically stating that it is for use in the preparation thereof and(the foregoing shall not limit the obligations of the Company to any other holder that did not provide such written information), provided further and provided, further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's ’s failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretoprospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holdersuch holder.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the Holderfull extent permitted by law, its directors and each Selling Holder of Registrable Securities, each member, limited partner or general partner thereof, each member, limited partner or general partner of each such member, limited or general partner, each of their respective Affiliates, officers, each other Person ("Person" means an individualdirectors, partnershipstockholders, firmemployees, limited liability companyadvisors, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and agents and each other Person, if any, who controls the Holder or any such underwriter Persons within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or underwriter or controlling person may become subject under Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act and each of their respective Representatives from and against any and all losses, insofar as such lossespenalties, judgments, suits, costs, claims, damages or damages, liabilities and expenses (or actions or proceedingsincluding reasonable costs of investigation and legal expenses) (each, whether commenced or threateneda “Loss”, in respect thereofand collectively, “Losses”) that arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which registration statement or prospectus relating to such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinRegistrable Securities, or any amendment or supplement thereto, or any preliminary prospectus, or that 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 therein, in light of the circumstances under which they were made, not misleading, and the Company will reimburse the Holder and each except insofar as such directorlosses, officerclaims, underwriter and controlling person for any legal damages or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided liabilities that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises arise out of or is are based upon an any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, any with respect to information relating to such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement Selling Holder included in reliance upon and in conformity with written information furnished in writing to the Company by the such Selling Holder or underwriter stating that it is on such Selling Holder’s behalf expressly for use inclusion therein. This indemnity shall be in the preparation thereof and, provided further that addition to any liability the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretootherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the such Selling Holder or any such director, officer, underwriter or controlling person Indemnified Party and shall survive the transfer of such securities by such Selling Holder. The Company also agrees to indemnify any Underwriters of the HolderRegistrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section 2.8.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless (to the fullest extent permitted by applicable law) each Designated Holder, its directors and general or limited partners, members, directors, officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Affiliates and each other Person, if any, Person who controls the Holder or any such underwriter (within the meaning of Section 15 of the Securities Act Act) any of the foregoing to the fullest extent permitted by applicable law from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which the Holder liabilities and expenses (including reasonable costs of investigation) or any such director action or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceeding in respect thereofthereof (including reasonable costs of investigation and reasonable attorneys’ fees and expenses) arise (each, a “Liability” and collectively, “Liabilities”), (i) arising out of or are based upon or relating to any untrue statement untrue, or alleged untrue allegedly untrue, statement of any a material fact contained in any Registration Statement under which such securities were registered under the Securities ActStatement, any preliminary prospectus or preliminary, final or summary prospectus, final prospectus or summary prospectus contained thereindocument incorporated by reference into any of the foregoing (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), (ii) arising out of or any amendment or supplement thereto, or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in the light of the circumstances under which such statements were made, and the Company will reimburse the Holder and each except insofar as such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense Liability arises out of or is based upon an untrue statement or alleged any untrue statement or omission or alleged omission made contained in the such Registration Statement, any such preliminary prospectus, prospectus or final prospectus, summary prospectus, amendment or supplement prospectus in reliance upon and in conformity with written information concerning such Designated Holder furnished in writing to the Company by the such Designated Holder or underwriter stating that it is specifically for use in the preparation thereof andtherein, provided further that or (iii) any violation or alleged violation by the Company shall not be liable of the Securities Act, the Exchange Act, any state securities laws or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities laws in connection with the sale of securities by such Designated Holder pursuant to any Person who participates as an underwriter Registration Statement in the offering or sale of the Registrable Securities or which such Designated Holder is participating. The Company shall also provide customary indemnities to any other Personunderwriters (or persons, if any, who controls such underwriter including broker-dealers or agents deemed “underwriters” within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to Securities, their officers, directors and employees and each Person who controls such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless underwriters (within the meaning of any investigation made by or on behalf Section 15 of the Holder or any such director, officer, underwriter or controlling person and shall survive Securities Act) to the transfer same extent as provided above with respect to the indemnification of such securities by the HolderDesignated Holders of Registrable Securities.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each Holder and such Holder, its directors and ’s officers, each other Person ("Person" means an individualdirectors, partnershipemployees, firmadvisors, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Affiliates and agents and each other Person, if any, Person who controls the Holder or any such underwriter (within the meaning of set forth in the Securities Act or the Exchange Act) such Holder from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which the sale of such securities were registered Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act, any preliminary prospectus, final prospectus ) that the Company has filed or summary prospectus contained thereinis required to file pursuant to Rule 433(d) of the Securities Act, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, and the Company will reimburse the Holder and each such directorhowever, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such Registration Statement (including any final or preliminary prospectus, final prospectus, summary prospectus, Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any such statement made in any free writing prospectus in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such indemnified party expressly for use in the preparation thereof and, provided further that thereof. This indemnity shall be in addition to any liability the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretootherwise 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 such director, officer, underwriter or controlling person indemnified party and shall survive the transfer of such securities by the such Holder.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the HolderSales Agent and its affiliates, its directors and officers, each other Person ("Person" means an individualdirectors, partnershipemployees and agents, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter Sales Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, together with each such Person’s respective officers, directors, employees and agents (collectively, the “Controlling Persons”), from and against any and all losses, claims, damages or liabilities, joint and any action or severalproceeding in respect thereof, to which the Holder or Sales Agent, its officers, directors, employees and agents, and any such director or officer or underwriter or controlling person Controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement, the Prospectus or any Registration Statement under which such securities were registered under other prospectus relating to the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinCommon Shares, or any amendment or supplement thereto, any preliminary prospectus or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus or any amendment or supplement thereto, or any preliminary prospectus, or any Issuer Free Writing Prospectus in light of the circumstances in which they were made) not misleading, and except insofar as the Company will reimburse the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission same are made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information related to Sales Agent furnished in writing to the Company by the Holder or underwriter stating that it is Sales Agent expressly for use in the preparation thereof andtherein, provided further that and the Company shall not be liable reimburse Sales Agent, its officers, directors, employees and agents, and each Controlling Person for any reasonable legal and other expenses incurred thereby in investigating or defending or preparing to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in defend against any such case to the extent that any such losslosses, claimclaims, damagedamages or liabilities, liability (or action actions or proceeding proceedings in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holderexpenses are incurred.

Indemnification by the Company. In the event of any registration of any securities the ------------------------------ Registrable Securities of the Company under the Securities Act, pursuant to the terms of this Agreement, the Company will, and hereby does agree agrees to indemnify indemnity and hold harmless the Holder, its directors Holder and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Registrable Securities Act against any and all claims, demands, losses, claimscosts, damages or expenses, obligations, liabilities, joint or several, damages, recoveries and deficiencies, including interest, penalties and attorneys' fees (collectively the "Claims"), to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (the Claims or actions or proceedings, whether commenced or threatened, in respect thereof) thereto arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities the Holder's Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Claim or action or proceeding, proceeding in respect thereto; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (Claim or action or proceeding in respect thereof) thereof or expense arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon on and in conformity with written information furnished to the Company through an instrument duly executed by the Holder or underwriter specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities the Registrable Securities by the Holder.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to will indemnify and hold harmless (x) each of the Holder, its directors and officers, each other Person ("Person" means broker-dealers whose Registrable Securities are included in an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Exchange Registration Statement and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Electing Holders of Registrable Securities Act included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which the such broker-dealer or Electing Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such securities Registrable Securities were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus contained thereintherein or furnished by the Company to any such broker-dealer or Electing Holder, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the such broker-dealer or Electing Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that (i) the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectusor preliminary, final prospectus, or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such person expressly for use in the preparation thereof and, provided further that the Company shall not be liable therein and (ii) with respect to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at made in any Exchange Registration Statement or prior Shelf Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to such Exchange Registration Statement or Shelf Registration Statement, the indemnity agreement contained in this Section 5(a) will not inure to the written confirmation benefit of any broker-dealer or Electing Holder from whom the sale of person asserting any such loss, claim, damage or liability purchased the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive extent that at the transfer time of such securities by purchase such broker-dealer or Electing Holder had received timely written advice from the HolderCompany prior to such purchase that the use of such prospectus, amendment, supplement or preliminary prospectus was suspended as provided in Section 3(e) hereof.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless each of the Holder, its directors and officersholders of Transfer Restricted Securities included in an Exchange Offer Registration Statement, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) of the Electing Holders of Transfer Restricted Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in the any offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Transfer Restricted Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer holder, agent or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, under which such securities Transfer Restricted Securities were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus Prospectus contained thereintherein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will shall, and it hereby agrees to, reimburse the Holder such holder, such Electing Holder, such agent and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectusor preliminary, final prospectusor summary Prospectus, summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such person expressly for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holder.therein;

Indemnification by the Company. In the event of any registration of any securities the Securities of the Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify indemnity and hold harmless the Holder, its directors Holder and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act against any and all claims, demands, losses, claimscosts, damages or expenses, obligations, liabilities, joint or several, damages, recoveries and deficiencies, including interest, penalties and attorneys' fees (collectively, "Claims"), to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities Holder's Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder Holder's and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Claim (or action or proceeding, proceeding in respect thereof); provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, Claim (or action or proceeding in respect thereof) or expense arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon on and in conformity with written information furnished to the Company through an instrument duly executed by the Holder or underwriter Holder's specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Holder's or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities the Securities by the Holder.

Indemnification by the Company. In connection with the event of any registration of any securities of the Company Registrable Securities under the Securities ActAct pursuant to this Agreement, the Company will, and it hereby does agree to does, indemnify and hold harmless harmless, to the full extent permitted by law, Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act Act, against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the Company's prior written consent) to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise or expenses arising out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingproceedings; provided, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense expenses arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by Holder or underwriter or controlling person specifically stating that it is for use in the preparation thereof; and provided, further, that the Company will not be liable to Holder or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 5.1 with respect to any preliminary prospectus as then amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of Holder, underwriter or controlling person results from the fact that Holder or underwriter or controlling person sold Registrable Securities to a person to whom there was not sent or give, at or prior to the written confirmation of the sale such sale, a copy of the Registrable Securities final prospectus (including any documents incorporated by reference therein), whichever is most recent, if the Company has previously furnished copies thereof to such Person if such statement Holder or omission was corrected in underwriter or controlling person and such final prospectus prospectus, as then amended or an amendment supplemented, has corrected any such misstatement or supplement theretoomission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the The Company will, and hereby does agree to does, indemnify and hold harmless harmless, in the Holdercase of any registration statement filed pursuant to Section 2.1 or 2.2, its directors each seller of any Registrable Securities covered by such registration statement and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such seller or any such underwriter within the meaning of the Securities Act or the Exchange Act, and their respective directors, officers, partners, agents and affiliates, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or underwriter or any such director or officer or underwriter director, officer, partner, agent, affiliate or controlling person may become subject under the Securities Act or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such seller or underwriter and each such director, officer, underwriter partner, agent, affiliate and controlling person Person for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller or underwriter, as the Holder or underwriter case may be, specifically stating that it is for use in the preparation thereof andthereof; provided, provided further further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of is based upon an untrue statement or alleged untrue statement of any material fact contained in any such registration statement, preliminary prospectus, final prospectus or summary prospectus contained therein or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading in a prospectus or prospectus supplement, if such untrue statement or omission is completely corrected in an amendment or alleged omission at supplement to such prospectus or prior to prospectus supplement, the written confirmation of the sale seller of the Registrable Securities has an obligation under the Securities Act to such Person if such statement or omission was corrected in such final deliver a prospectus or an amendment prospectus supplement in connection with such sale of Registrable Securities and the seller of Registrable Securities thereafter fails to deliver such prospectus or prospectus supplement theretoas so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage or liability after the Company has furnished such seller with a sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or underwriter or any such director, officer, underwriter partner, agent, affiliate or controlling person and shall survive the transfer of such securities by the Holdersuch seller or underwriter.

Indemnification by the Company. In To the event of any registration of any securities of the Company under the Securities Actfullest extent permitted by law, the Company willshall, and hereby does agree to notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder of the HolderRegistrable Securities (including, its directors and officers, directors, members, partners, agents, brokers, investment advisors and employees of each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entityof them) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the person controlling such Holder or any such underwriter within the meaning of Section 15 of the Securities Act (including the officers, directors, members, partners, agent and employees of each such controlling person), with respect to which any registration has been effected pursuant to this Agreement, against any all claims, losses, claimsdamages, damages or liabilities, joint or severaljudgments, to which the Holder or fines, penalties, charges, costs (including, without limitation, reasonable attorneys’ fees and disbursements) and expenses (collectively, “Losses”), as incurred, including any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwiseLosses incurred in settlement of any litigation, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatenedthreatened (subject to Subsection 5(c) below), in respect thereof) arise arising out of or are based upon on any untrue statement or alleged untrue statement of any a material fact contained in any the Resale Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinProspectus, or any amendment or supplement thereto, incident to any such registration, or based on any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and in light of the Company will reimburse the Holder and each such directorcircumstances in which they were made; provided, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission is made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the or on behalf of any Holder or underwriter stating that it is and stated to be specifically for use in the preparation thereof andof such Resale Registration Statement or Prospectus, provided further or any amendment or supplement thereto; provided, further, that the Company shall not be liable in any such case where the Losses arise out of, or are related to, the failure of any Holder to any Person who participates as an underwriter comply with the covenants and agreements contained in this Agreement. The Company will also indemnify underwriters participating in the offering or sale of the Registrable Securities or to any other Persondistribution, if anytheir officers, directors, employees, partners and agents, and each Person who controls such underwriter underwriters (within the meaning of the Securities Act), in any such case to the same extent that any such loss, claim, damage, liability (or action or proceeding in as provided above with respect thereof) or expense arises out of such Person's failure to send or give a copy the indemnification of the final prospectusHolders of Registrable Securities, as if so requested. The Company shall notify the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation Holders promptly of the sale of the Registrable Securities to such Person if such statement institution, threat or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless assertion of any investigation made legal proceeding arising from or in connection with the transactions contemplated by or on behalf this Agreement of which the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the HolderCompany is aware.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, hereby agrees and hereby does agree to will indemnify and hold harmless the HolderHolder of any Option Securities covered by such registration statement, its directors it directors, officers, representatives and officersagents, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls the such Holder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or any such director or officer or director, officer, representative, agent, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the indemnify such Holder and each such director, officer, representative, agent, underwriter and controlling person for any legal or any other there expenses reasonably incurred by them in connection with investigating investigation or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the such Holder or underwriter specifically stating that it is for use in the preparation thereof andthereof; and provided further, provided further that the Company shall not be liable to any Person person who participates as an underwriter in the offering or sale of the Registrable Option Securities or to any other Personperson, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Personperson's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Option Securities to such Person person if such statement or omission mission was corrected contained in such final prospectus or an amendment or supplement theretoprospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, representative, agent, underwriter or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless the HolderHolder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person ("Person" means an individuallegal counsel and accountants for such Holder, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter Holder, within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which any of the Holder or any such director or officer or underwriter or controlling person foregoing persons may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the such Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by the such Holder or underwriter specifically stating that it is for use in the preparation thereof andthereof; provided further, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's ’s failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus prospectus; and provided still further, that the indemnity agreement contained in this Section 3.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or an amendment or supplement theretoaction if such settlement is effected without the 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 such Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the such Holder.

Indemnification by the Company. In the event The Company hereby agrees to indemnify and hold harmless each holder of any registration of any securities of the Company Registrable Securities which shall have been registered under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the Holder, its directors and such holder’s officers, each other Person ("Person" means an individualdirectors, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities employees and agents and each other Person, if any, who controls the Holder or any such underwriter holder within the meaning of the Securities Act and each other Person (including underwriters) who participates in the offering of such Registrable Securities against any losses, claims, damages damages, liabilities, reasonable attorneys’ fees, costs or liabilitiesexpenses (collectively, the “Damages”), joint or several, to which the Holder or any such director or officer or underwriter holder or controlling person Person or participating Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Damages (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact made by the Company or its agents contained in any Registration Statement registration statement under which such securities were Registrable Securities are registered under the Securities Act, in any preliminary prospectus, final prospectus or summary final prospectus contained therein, or in any amendment or supplement theretothereof, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and holder of Registrable Securities or such controlling person for any legal Person or any other expenses reasonably incurred by them participating Person in connection with investigating or defending any such loss, claim, liability, action Damages or proceeding; provided, provided however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises Damages arise out of or is are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such said preliminary prospectus, or final prospectus, summary prospectus, prospectus or said amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such holder or such controlling or participating Person, as the Holder or underwriter stating that it is case may be, specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering thereof; or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereofii) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or statement, omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person in a prospectus if such untrue statement or alleged untrue statement, omission was or alleged omission is corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain to the prospectus which amendment or supplement is delivered to such holder in full force a timely manner and effect regardless of any investigation made by such holder thereafter fails to deliver such prospectus as so amended or on behalf of supplemented prior to or concurrently with the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer sale of such securities by Registrable Securities to the HolderPerson asserting such Damages.

Indemnification by the Company. In connection with any Registration, to the event of any registration of any securities of the Company under the Securities Actextent permitted by law, the Company will, and shalland hereby does agree to indemnify and hold harmless the each Holder that participates in such Registration, each such Holder, its directors 's legal counsel and officersindependent accountants, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of securities (if so required by such securities underwriter as a condition to including the Registrable Securities of such Holders in such registration) and each other Person, if any, who controls the any such Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Indemnified Parties"), against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or Holder, underwriter or controlling person other Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which the offering and sale of such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or any document incorporated therein by reference, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and or arise out of any violation by the Company will of any rule or regulation promulgated under the Securities Act or state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration. The Company shall reimburse the Holder and each such director, officer, underwriter and controlling person Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company indemnity agreement contained in this Section 5.1(a) shall not be liable apply to amounts paid in any such case to the extent that settlement of any such loss, claim, damage, liability, (liability or action or proceeding in respect thereof) or expense arises out if such settlement is effected without the consent of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and(which consent shall not be unreasonably withheld); and provided, provided further further,that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an is based upon any untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected made in such registration statement, any such preliminary prospectus, final prospectus or an prospectus, summary prospectus, amendment or supplement thereto. Such indemnity shall remain in full force reliance upon and effect regardless of in conformity with information furnished to the Company in writing by any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the HolderIndemnified Party specifically for use therein.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Sponsor and each other PersonHolder participating in an offering pursuant to Sections 2.1, 2.2 or 2.3 hereunder, and each of their respective officers, employees, Affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls the Holder or any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Sponsor and each other Holder participating in such offering from and against any expenses, losses, judgments, claims, damages or liabilities, or any action or proceeding in respect thereof (including reasonable costs of investigation and reasonable attorneys’ fees and expenses), whether joint or several, to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon any untrue statement (or alleged allegedly untrue statement statement) of any a material fact contained in any Registration Statement under which the sale of such securities were Holder’s Registrable Securities was registered under the Securities Act (including each preliminary prospectus), any prospectus filed under Rule 424 under the Securities Act, any preliminary prospectusFree Writing Prospectus or any other information that is deemed under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such securities (including, final prospectus or summary prospectus contained thereinwithout limitation, a contract of sale), or any amendment or supplement thereto, or arising out of or based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading under the circumstances such statements were made; and the Company will shall promptly reimburse the Holder and each any such director, officer, underwriter and controlling person indemnified party for any legal or and any other expenses reasonably incurred by them such indemnified party in connection with investigating or and defending any such expense, loss, judgment, claim, liabilitydamage, action liability or proceedingaction; provided, provided however, that the Company shall will not be liable in any such case to the extent that any such expense, loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an any untrue statement or alleged allegedly untrue statement or omission or alleged omission made in the such Registration StatementStatement (including each preliminary prospectus), any prospectus filed under Rule 424 under the Securities Act, any Free Writing Prospectus or any other information that is deemed under Rule 159 promulgated under the Securities Act to have been conveyed to purchasers of securities at the time of sale of such preliminary prospectussecurities (including, final prospectuswithout limitation, summary prospectusa contract of sale), or any such amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company Company, in writing, by the a Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter participating in the offering or sale expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities or to any other PersonSecurities, if anytheir officers, Affiliates, directors, partners, members and agents and each person who controls such underwriter within Underwriter on substantially the meaning same basis as that of the Securities Act, indemnification provided above in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holderthis Section 4.1.

Indemnification by the Company. In the event case of any registration each offering of any securities of the Company under the Registrable Securities Actmade pursuant to this Article II, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the extent permitted by Applicable Law, each Selling Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Registrable Securities so offered and each other Person, if any, who controls the Holder or any such underwriter is alleged to control (within the meaning set forth in the Securities Act) any of the Securities Act foregoing Persons, the Affiliates of each of the foregoing (other than the Company and its controlled Affiliates), and the officers, directors, partners, members, employees and agents of each of the foregoing, against any and all losses, claimsliabilities, damages or liabilitiescosts (including reasonable attorney’s fees and disbursements), claims and damages, joint or several, to which the Holder they or any such director or officer or underwriter or controlling person of them may become subject subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, claimsliabilities, costs, claims and damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement (or in any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained included therein) or in the Disclosure Package, or in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities, or any amendment thereof or supplement thereto, or in any document incorporated by reference therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, and the Company will reimburse the Holder and each such directorhowever, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable to any Person in any such case to the extent that any such loss, claim, damage, liability, (cost, claim or action or proceeding in respect thereof) or expense damage arises out of or is based upon an relates to any untrue statement statement, or alleged untrue any omission, if such statement or omission or alleged omission shall have been made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information relating to such Person (which information shall be limited to the name of such Person, the address of such Person, the number of shares of Common Stock held by such Person, the number of shares of Common Stock being offered by such Person in the offering and the nature of the beneficial ownership of the Common Stock owned by such Person) furnished in writing to the Company by the Holder or underwriter stating that it is on behalf of such Person expressly for use inclusion in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering registration statement (or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that preliminary, final or summary prospectus included therein), offering memorandum or other offering document, or any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment thereof or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person Person and shall survive the transfer of such securities by the Holdersecurities.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless harmless, in the Holdercase of any registration statement filed pursuant to this Agreement, each seller of any Registrable Securities covered by such registration statement, its directors and directors, officers, partners, members, agents and affiliates and each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such seller or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or any such director or officer or underwriter or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and and, subject to Section 2.7(c), the Company will reimburse the Holder any Holder, such seller, and each such director, officer, partner, member, agent, or affiliate, underwriter and controlling person Person for any legal or any other expenses reasonably reasonable incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller or such controlling person, as the Holder or underwriter case may be, specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder any Holder, such seller, or any such director, officer, underwriter partner, agent or affiliate or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In the event of any registration of any securities of the Company Registrable Securities pursuant to this Agreement under the Securities Act, the Company willwill indemnify, and hereby does agree to indemnify and hold harmless and reimburse the Securities Holder, its directors and each of the directors, officers, each other Person ("Person" means an individualemployees, partnershipmanagers, firmshareholders, limited liability companypartners, trustmembers, joint venturecounsel, association, corporation, agents or any other legal entity) who participates as an underwriter in representatives of the offering or sale of such securities Securities Holder and its Affiliates and each other PersonPerson who controls the Securities Holder, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act (collectively, “Securities Holder Indemnified Parties”), against any losses, claims, damages or liabilities, joint or several, to which the participating Securities Holder or any such director or officer or underwriter or controlling person Person may become subject under the Securities Act or otherwisesecurities laws (collectively, “Losses”), insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) Losses arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement theretoregistration statement, or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (a “Misstatement/Omission”), under which such Registrable Securities were registered under the Securities Act, in any preliminary prospectus, final prospectus or summary prospectus contained therein, or in any amendment or supplement thereto, and the Company will shall reimburse the such Securities Holder and each such director, officer, underwriter and controlling person Indemnified Parties for any legal or any and other expenses reasonably incurred by them such Securities Holder Indemnified Parties in connection with investigating or and/or defending any such lossLosses, claimwhether or not resulting in any liability; provided, liabilityhowever, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) Losses or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission a Misstatement/Omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the or on behalf of such Securities Holder or underwriter stating that it is Indemnified Parties specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holder.

Indemnification by the Company. In the event case of any registration each offering of any securities of the Company under the Registrable Securities Actmade pursuant to this Article V, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the extent permitted by law, each Selling Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Registrable Securities so offered and each other Person, if any, who controls the Holder or any such underwriter is alleged to control (within the meaning set forth in the Securities Act) any of the Securities Act foregoing Persons, the Affiliates of each of the foregoing, and the officers, directors, partners, employees and agents of each of the foregoing, against any and all losses, claimsliabilities, damages or liabilitiescosts (including reasonable attorney’s fees and disbursements), claims and damages, joint or several, to which the Holder they or any such director or officer or underwriter or controlling person of them may become subject subject, under the Securities Act or otherwise, including any amount paid in settlement of any litigation commenced or threatened, insofar as such losses, claimsliabilities, costs, claims and damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof, whether or not such indemnified Person is a party thereto) arise out of or are based upon any untrue statement by the Company or alleged untrue statement by the Company of any a material fact contained in the registration statement (or in any Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained included therein) or in any offering memorandum or other offering document relating to the offering and sale of such Registrable Securities prepared by the Company or at its direction, or any amendment thereof or supplement thereto, or in any document incorporated by reference therein, or any omission by the Company or alleged omission by the Company to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading; provided, and the Company will reimburse the Holder and each such directorhowever, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable to any Person in any such case to the extent that any such loss, claim, damage, liability, (cost, claim or action or proceeding in respect thereof) or expense damage arises out of or is based upon an relates to any untrue statement or alleged untrue statement, or any omission, if such statement or omission or alleged omission shall have been made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information relating to such Person furnished in writing to the Company by the Holder or underwriter stating that it is on behalf of such Person expressly for use inclusion in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering registration statement (or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that preliminary, final or summary prospectus included therein), offering memorandum or other offering document, or any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment thereof or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person Person and shall survive the transfer of such securities by the Holdersecurities.

Indemnification by the Company. In The Company shall, and it hereby agrees to, indemnify and hold harmless, in the event case of any registration statement fled pursuant to Section 3.01 or 3.02 registering Registrable Shares of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the a Holder, its such Holder, such Holder's directors and officers, and each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as a placement or sales agent or as an underwriter in the any offering or sale of such securities the Registrable Shares, from and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, liabilities to which the such Holder or any such director or officer or such agent or underwriter or controlling person may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such securities were registered under the Securities Actregistration statement, or any preliminary prospectus, or final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by it reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and the Company will shall, and it hereby agrees to, reimburse the Holder and each such director, officer, Holder or any such director or officer or agent or underwriter and controlling person for any legal or any other expenses reasonably incurred by them than in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such or preliminary prospectus, or final prospectus, summary prospectus, or amendment or supplement thereto, or document incorporated by reference therein, in reliance upon and in conformity with written information furnished to the Company by the such Holder or such director or officer or any agent, underwriter stating that it is or representative of such Holder expressly for use in therein, or by such Holder's failure to furnish the preparation thereof andCompany, provided further upon request; with the information with respect to such Holder, such Holder's directors and officers, or any agent, underwriter or representative of such Holder, or such Holder's intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall not be liable to any Person who participates as an sustain the burden of proving that such Holder, such Holder's directors and officers, or such agent or underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case sold securities to the extent that any person alleging such loss, claim, damagedamage or liability without sanding or giving, liability (at or action or proceeding in respect thereof) or expense arises out prior to the written confirmation of such Person's failure to send or give We, a copy of the final applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein) if the same may be then supplemented or amended, within the time required by the Securities Act Company had previously furnished copies thereof to the Person asserting the existence of an such Holder or such agent or underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected made in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the HolderRegistration.

Indemnification by the Company. In connection with any Registration, to the event of any registration of any securities of the Company under the Securities Actextent permitted by law, the Company will, shall and hereby does agree to indemnify and hold harmless the each Holder that participates in such Registration, each such Holder, its directors 's legal counsel and officersindependent accountants, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of securities (if so required by such securities underwriter as a condition to including the Registrable Securities of such Holders in such registration) and each other Person, if any, who controls the any such Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Indemnified Parties"), against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or Holder, underwriter or controlling person other Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which the offering and sale of such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or any document incorporated therein by reference, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and or arise out of any violation by the Company will of any rule or regulation promulgated under the Securities Act or state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration. The Company shall reimburse the Holder and each such director, officer, underwriter and controlling person Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company indemnity agreement contained in this Section 5.1(a) shall not be liable apply to amounts paid in any such case to the extent that settlement of any such loss, claim, damage, liability, (liability or action or proceeding in respect thereof) or expense arises out if such settlement is effected without the consent of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and(which consent shall not be unreasonably withheld); and provided, provided further further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an is based upon any untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected made in such registration statement, any such preliminary prospectus, final prospectus or an prospectus, summary prospectus, amendment or supplement thereto. Such indemnity shall remain in full force reliance upon and effect regardless of in conformity with information furnished to the Company in writing by any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the HolderIndemnified Party specifically for use therein.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct pursuant to this Article VIII, the Company will, and hereby does agree to does, indemnify and hold harmless the Holderseller of any Transfer Restricted Securities covered by such registration statement, its directors and officersRepresentatives, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such seller or any such underwriter participant, within the meaning of the Securities Act Act, against any losses, claims, damages or liabilitiesLosses, joint or several, to which the Holder such seller, participant or any such director or officer or underwriter Representative or controlling person Person may become subject subject, under the Securities Act or otherwise, as incurred, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedingsActions, whether commenced or threatened, in respect thereof) arise out of of, are caused by, result from or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such seller or participant and each such directorRepresentative, officer, underwriter and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such lossLoss or Action; provided, claimhowever, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, Loss (or action or proceeding Action in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information pertaining to the seller or participant furnished to the Company by the Holder seller of such securities in writing or underwriter stating that it is electronically specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or participant or any such director, officer, underwriter Representative or controlling person Person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the Holderfullest extent permitted by law, each Holder of Registrable Securities, its directors and officers, each other Person directors, partners, members, shareholders, employees, Affiliates and agents (collectively, "Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entityAgents") who participates as an underwriter in the offering or sale of such securities and each other Person, if any, Person who controls the such Holder or any such underwriter (within the meaning of the Securities Act Act) and its Agents with respect to each registration which has been effected pursuant to this Agreement, against any and all losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedingsproceedings (whether commenced or threatened) in respect thereof, and expenses (as incurred or suffered and including, but not limited to, any and all expenses incurred in investigating, preparing or defending any litigation or proceeding, whether commenced or threatened, and the reasonable fees, disbursements and other charges of legal counsel) in respect thereof) thereof (collectively, "Claims"), insofar as such Claims arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such securities were registered under the Securities Act, or Prospectus (including any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, or and any amendment or supplement thereto, ) related to any such registration or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, or any qualification or compliance incident thereto; provided, however, that the Company will reimburse the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises Claims arise out of or is are based upon an any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact so made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the such Holder or underwriter any Underwriter specifically stating that it is was expressly for use in the preparation thereof and, provided further that the therein. The Company shall not be liable to also indemnify any Person who participates as an underwriter in the offering or sale Underwriters of the Registrable Securities or to any other PersonSecurities, if any, their Agents and each Person who controls any such underwriter Underwriter (within the meaning of the Securities Act, in any such case ) to the same extent that any such loss, claim, damage, liability (or action or proceeding in as provided above with respect thereof) or expense arises out of such Person's failure to send or give a copy the indemnification of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence Holders of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretoSecurities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person Person who may be entitled to indemnification pursuant to this Article V and shall survive the transfer of such securities by the Holdersuch Holder or Underwriter.

Indemnification by the Company. In connection with the event of any registration of any securities of the Company Registrable Securities under the Securities ActAct pursuant to this Agreement, the Company will, and it hereby does agree to does, indemnify and hold harmless harmless, to the full extent permitted by law, Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act Act, against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the Company's prior written consent) to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise or expenses arising out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingproceedings; PROVIDED, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense expenses arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by Holder or underwriter or controlling person specifically stating that it is for use in the preparation thereof; and PROVIDED, FURTHER, that the Company will not be liable to Holder or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 4.1 with respect to any preliminary prospectus as then amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of Holder, underwriter or controlling person results from the fact that Holder or underwriter or controlling person sold Registrable Securities to a person to whom there was not sent or give, at or prior to the written confirmation of the sale such sale, a copy of the Registrable Securities final prospectus (including any documents incorporated by reference therein), whichever is most recent, if the Company has previously furnished copies thereof to such Person if such statement Holder or omission was corrected in underwriter or controlling person and such final prospectus prospectus, as then amended or an amendment supplemented, has corrected any such misstatement or supplement theretoomission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holder.

Indemnification by the Company. In the event of any registration of any securities Registrable Securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless the Holder, its directors and officersBuyer, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, person who controls the Holder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder Buyer or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement the registration statement under which such securities Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and the Company will reimburse the Holder Buyer and each such director, officer, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingproceedings; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder Buyer or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person other person who participates as an underwriter in the offering or sale of such securities, in either case, specifically stating that it is for use in the preparation thereof, and provided, further, that the Company shall not be liable to any person who participates as an underwriter in the offering or sale of Registrable Securities or to any other Personperson, if any, who controls such underwriter within the meaning of the Securities Act, Act in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Personperson's failure to send or give a copy of the final prospectus, as the same may be then supplemented prospectus or amended, within the time required by the Securities Act supplement to the Person persons asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretosupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Buyer or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the HolderBuyer.

Indemnification by the Company. In the event of any registration of any securities of the (i) The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Electing Holder and each underwriter, selling agent or other Personsecurities professional, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls the Holder such Electing Holder, underwriter, selling agent or any such underwriter other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or underwriter or controlling person Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such securities were registered under or any Prospectus contained therein or furnished by the Securities Act, Company to any preliminary prospectus, final prospectus or summary prospectus contained thereinIndemnified Person, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and (ii) the Company hereby agrees to reimburse such Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or Prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information relating to such Indemnified Person furnished to the Company by or on behalf of such Indemnified Person expressly for use therein; provided, further, however, that the foregoing indemnity agreement with respect to any Prospectus shall not inure to the benefit of any Indemnified Person who failed to deliver a final Prospectus or an amendment or supplement thereto (provided by the Company to the several Indemnified Persons in the requisite quantity and on a timely basis to permit proper delivery on or prior to the relevant transaction date) to the person asserting any losses, claims, damages and liabilities and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and the Company will reimburse the Holder and each if such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement material misstatement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement material misstatement or omission was corrected cured in such the final prospectus Prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company Registrable Securities pursuant to this Agreement under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless the each participating Holder, each of its directors trustees, beneficiaries, directors, officers, employees, agents, advisors and officerscontrolling persons, if any, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, Person who controls the Holder or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the such participating Holder or any such director or officer or Person, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement the registration statement under which such securities Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and the Company will reimburse the each participating Holder and each such director, officerPerson, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the such participating Holder or any other Person who participates as an underwriter in the offering or sale of such securities, in either case, specifically stating that it is for use in the preparation thereof andthereof; and provided, provided further further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, Act in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented prospectus or amended, within the time required by the Securities Act supplement to the Person Persons asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretosupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the any participating Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holder.

Indemnification by the Company. In Upon the event of any registration of any securities Registrable Securities pursuant to Section 2 hereof, and in consideration of the Company under agreements of the Securities ActHolders contained herein, and as an inducement to the Purchasers to enter into the Subscription Agreement, the Company willshall, and it hereby does agree to agrees to, indemnify and hold harmless the each Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as a placement or sales agent or as an underwriter in the any offering or sale of such securities and each other PersonRegistrable Securities, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer Holder, agent or underwriter or controlling person may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement registration statement under which such securities Registrable Securities were registered under the Securities Act, or any preliminary prospectus, or final prospectus contained therein or summary prospectus contained thereinfurnished by the Company to any such Holder, agent or underwriter, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading (in the case of the Registration Statement or any amendment thereto or any document incorporated by reference therein) or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in the case of any preliminary or final prospectus or supplement thereto), and the Company will shall, and it hereby agrees to, reimburse the Holder any such Holder, agent and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim; provided, provided however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, or final prospectus, summary prospectus, amendment or supplement or incorporated document in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such person expressly for use in the preparation thereof andtherein; provided, provided further further, that the Company shall not be liable to (i) any Person who participates as an Holder, underwriter or placement or sales agent under the indemnity agreement in the offering or sale of the Registrable Securities or this subsection (a) with respect to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case preliminary prospectus to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure Holder, underwriter or agent, respectively, results from the fact that such Holder, underwriter or agent sold Registrable Securities to send a person to whom there was not sent or give a copy of the final prospectusgiven, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale such sale, a copy of the Registrable Securities related final prospectus if the Company has previously furnished on a timely basis to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officerHolder, underwriter or controlling person agent, respectively, sufficient copies thereof and shall survive such prospectus corrects the transfer statement or omission, or alleged statement or omission, out of which such loss, claim, damage or liability arises or (ii) any Holder distributing securities otherwise than in an underwritten offering or through a broker-dealer acting as placement agent for such Holder, with respect to any preliminary or final prospectus to the extent that any such loss, claim, damage or liability of such securities by Holder arises from the Holderfact that such Holder delivered such preliminary or final prospectus after receipt of any notice from the Company pursuant to Section 3(a)(vi)(F) hereof and the amended or supplemented prospectus furnished pursuant to Section 3(b) hereof corrects the statement or omission, or alleged statement or omission, out of which such loss, claim, damage or liability arises.

Indemnification by the Company. In The Company shall, to the event of any registration of any securities of the Company under the Securities Actfull extent permitted by law, the Company will, and hereby does agree to indemnify and hold harmless each seller of Registrable Securities included in any registration statement filed in connection with the Holderregistration of the Company's securities, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter seller within the meaning of the Securities Act Act, against any losses, claims, damages damages, expenses or liabilities, joint or severalseveral (together, "Losses"), to which the Holder such seller or any such director or officer or underwriter or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities were registered under the Securities Actregistration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and the Company will reimburse the Holder such seller and each such director, officer, underwriter officer and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Loss (or action or proceeding, proceeding in respect thereof); provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, Loss (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is on behalf of such seller for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, underwriter officer or controlling person Person, and shall survive the transfer of such securities by such seller. The Company shall also indemnify each other Person who participates (including as an underwriter) in the Holderoffering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to sellers of Registrable Securities.

Indemnification by the Company. In the event of any registration of any securities of the Company Registrable Securities under the Securities ActAct pursuant to Section 3.1 or 3.2, the Company will, and hereby does agree to will indemnify and hold harmless the Holderseller of such securities, its directors directors, officers, and officersemployees, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter underwriter, broker or dealer in the offering or sale of such securities and each other Personperson, if any, who controls the Holder such seller or any such underwriter participating person within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Holder such seller or any such director or officer or underwriter director, officer, employee, participating person or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material a fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or related thereto, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement or necessary to make the statements therein not misleading, ; and the Company will reimburse the Holder such seller and each such director, officer, underwriter employee, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder such seller or underwriter stating that it is participating person expressly for use in the preparation thereof andand provided, provided further further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of is based upon an untrue statement or alleged untrue statement or omission or alleged omission at or prior to in the written confirmation of the sale of the Registrable Securities to such Person prospectus, if such untrue statement or alleged untrue statement or omission was or alleged omission is completely corrected in such final prospectus or an amendment or supplement theretoto the prospectus and the seller of Registrable Securities thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage, liability or expense after the Company had furnished such seller with a sufficient number of copies of the same or if the seller received notice from the Company of the existence of such untrue statement or alleged untrue statement or omission or alleged omission and the seller continued to dispose of Registrable Securities prior to the time of the receipt of either (A) an amended or supplemented prospectus which completely corrected such untrue statement or omission or (B) a notice from the Company that the use of the existing prospectus may be resumed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, underwriter employee, participating person or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In The Company agrees that in the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless the HolderMitsui, its directors and respective directors, officers, members, partners, agents and affiliates and each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder Mitsui or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages damages, or liabilities, joint or several, to which the Holder Mitsui or any such director director, officer, member, partner, agent or officer affiliate or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities liabilities, joint or several (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 any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company will shall reimburse the Holder Mitsui and each such director, officer, member, partner, agent or affiliate, underwriter and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to Mitsui or any such director, officer, member, partner, agent, affiliate, or controlling person to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter on behalf of Mitsui, specifically stating that it is for use in the preparation thereof andthereof; provided, provided further however, that the Company foregoing indemnity agreement with respect to any preliminary prospectus shall not be liable inure to the benefit of any Person who participates as an underwriter in person from whom the offering person asserting any such losses, claims, damages or sale of liabilities (the Registrable Securities “Claimant”) purchased securities, or to any other Personperson controlling such person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectusprospectus (as then amended or supplemented if the Company shall have furnished any amendment or supplement thereto) was not sent or given by or on behalf of such person to such Claimant, as the same may be then supplemented or amended, within the time if required by the Securities Act law to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission have been so delivered, at or prior to the written confirmation of the sale of the Registrable Securities securities sold to such Person Claimant, and if the prospectus (as so amended and supplemented) would have cured the defect giving rise to such statement losses, claims, damages or omission was corrected in such final prospectus or an amendment or supplement theretoliabilities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Mitsui or any such director, officer, member, partner, agent, affiliate, underwriter or controlling person Person and shall survive the transfer of such securities by the HolderMitsui.

Indemnification by the Company. In the event The Company hereby agrees to indemnify and hold harmless each holder of any registration of any securities of the Company Registrable Securities which shall have been registered under the Securities Act, the Company willand such holder's officers, and hereby does agree to indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities agents and each other Person, if any, who controls the Holder or any such underwriter holder within the meaning of the Securities Act and each other Person (including underwriters) who participates in the offering of such Registrable Securities against any losses, claims, damages damages, liabilities, reasonable attorneys' fees, costs or liabilitiesexpenses (collectively, the "Damages"), joint or several, to which the Holder or any such director or officer or underwriter holder or controlling person Person or participating Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Damages (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact made by the Company or its agents contained in any Registration Statement registration statement under which such securities were Registrable Securities are registered under the Securities Act, in any preliminary prospectus, final prospectus or summary final prospectus contained therein, or in any amendment or supplement theretothereof, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and holder of Registrable Securities or such controlling person for any legal Person or any other expenses reasonably incurred by them participating Person in connection with investigating or defending any such loss, claim, liability, action Damages or proceeding; provided, provided however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises Damages arise out of or is are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such said preliminary prospectus, or final prospectus, summary prospectus, prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder or such controlling or participating Person, as the Holder or underwriter stating that it is case may be, specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering thereof; or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereofii) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or statement, omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person in a prospectus if such untrue statement or alleged untrue statement, omission was or alleged omission is corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain to the prospectus which amendment or supplement is delivered to such holder in full force a timely manner and effect regardless of any investigation made by such holder thereafter fails to deliver such prospectus as so amended or on behalf of supplemented prior to or concurrently with the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer sale of such securities by Registrable Securities to the HolderPerson asserting such Damages.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to to, indemnify and hold harmless the Holderholder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Holder such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holdersuch holder.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to will indemnify and hold harmless each of the Holder, its directors and officers, each other Person ("Person" means broker-dealers whose Registrable Securities are included in an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Exchange Registration Statement and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Electing Holders of Registrable Securities Act included in a Shelf Registration Statement against any losses, claims, damages or liabilities, joint or several, to which the such broker-dealer or Electing Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such securities Registrable Securities were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus contained thereintherein or furnished by the Company to any such broker-dealer or Electing Holder, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the such broker-dealer or Electing Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that (i) the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectusor preliminary, final prospectus, or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such person expressly for use in the preparation thereof and, provided further that the Company shall not be liable therein and (ii) with respect to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at made in a Shelf Registration Statement or prior prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this Section 6(a) will not inure to the written confirmation benefit of any broker-dealer or Electing Holder from whom the sale of person asserting any such loss, claim, damage or liability purchased the Registrable Securities purchased concerned, to the extent that at the time of such purchase such broker-dealer or Electing Holder had received timely written advice from the Company prior to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of purchase that the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer use of such securities by the Holderprospectus, amendment, supplement or preliminary prospectus was suspended as provided in Section 3(e).

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct pursuant to this Agreement, the Company will, and hereby does agree to does, indemnify and hold harmless the Holderseller of any Registrable Securities covered by such registration statement, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter seller, within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or any such director or officer or underwriter or controlling person may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such seller and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information regarding such seller furnished by such seller (or any representative of such seller) to the Company by the Holder in writing or underwriter electronically specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, underwriter officer or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In connection with the event of any registration of any securities of the Company Registrable Securities under the Securities ActAct pursuant to this Agreement, the Company will, and it hereby does agree to does, indemnify and hold harmless harmless, to the full extent permitted by law, Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act Act, against any and all losses, claims, damages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with the Company's prior written consent) to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise or expenses arising out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectuspreliminary, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingproceedings; provided, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense expenses arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by Holder or underwriter or controlling person specifically stating that it is for use in the preparation thereof; and provided, further, that the Company will not be liable to Holder or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 5.1 with respect to any preliminary prospectus as then amended or supplemented as the case may be, to the extent that any such loss, claim, damage or liability of Holder, underwriter or controlling person results from the fact that Holder or underwriter or controlling person sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of the sale such sale, a copy of the Registrable Securities final prospectus (including any documents incorporated by reference therein), whichever is most recent, if the Company has previously furnished copies thereof to such Person if such statement Holder or omission was corrected in underwriter or controlling person and such final prospectus prospectus, as then amended or an amendment supplemented, has corrected any such misstatement or supplement theretoomission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless the HolderHolder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person ("Person" means an individuallegal counsel and accountants for such Holder, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter Holder, within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which any of the Holder or any such director or officer or underwriter or controlling person foregoing persons may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the such Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by the such Holder or underwriter specifically stating that it is for use in the preparation thereof andthereof; provided further, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's ’s failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus prospectus; and provided still further, that the indemnity agreement contained in this Section 3.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or an amendment or supplement theretoaction if such settlement is effected without the 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 such Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the such Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct pursuant to this Agreement, the Company will, and hereby does agree to does, indemnify and hold harmless the Holderseller of any Registrable Securities covered by such registration statement, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter seller, within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or any such director or officer or underwriter or controlling person may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement theretothereto (in all cases, including documents incorporated by reference), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such seller and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information regarding such seller furnished by such seller (or any representative of such seller) to the Company by the Holder in writing or underwriter electronically specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, underwriter officer or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In the event of any registration of any securities the Securities of the Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify indemnity and hold harmless the Holder, its directors Holder and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act against any and all claims, demands, losses, claimscosts, damages or expenses, obligations, liabilities, joint or several, damages, recoveries and deficiencies, including interest, penalties and attorneys' fees (collectively, “Claims”), to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities Holder’s Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder Holder’s and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Claim (or action or proceeding, proceeding in respect thereof); provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, Claim (or action or proceeding in respect thereof) or expense arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon on and in conformity with written information furnished to the Company through an instrument duly executed by the Holder or underwriter Holder’s specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Holder’s or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities the Securities by the Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the HolderHolder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the such Holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the such Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the such Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the such Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the such Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the such Holder.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Selling Holder and each other Person, if any, who controls the such Selling Holder or any such underwriter within the meaning of the Securities Act or the Exchange Act (each Selling Holder and such controlling Persons are referred to collectively as the “Selling Holder Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Registrable Securities) to which the each Selling Holder or any such director or officer or underwriter or controlling person Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or damages, liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any a Registration Statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, Prospectus or in any amendment or supplement theretothereto or in any preliminary prospectus relating to a shelf registration, or any arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Company will reimburse the Selling Holder and each such director, officer, underwriter and controlling person Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, liability or action or proceedingin respect thereof; provided, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged omission made in the a Registration Statement, Statement or Prospectus or in any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement thereto or in any preliminary prospectus relating to a shelf registration in reliance upon and in conformity with written information pertaining to such Selling Holder and furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the such Selling Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holderspecifically for inclusion therein.

Indemnification by the Company. In the event of any registration of any securities of the The Company hereby agrees to indemnify and hold harmless each Investor owning Registrable Securities which shall have been registered under the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the Holder, its directors and such Investor’s officers, each other Person ("Person" means an individualdirectors, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities employees and agents and each other Person, if any, who controls the Holder or any such underwriter Investor within the meaning of the Securities Act and each other Person (including underwriters) who participates in the offering of such Registrable Securities against any losses, claims, damages damages, liabilities, reasonable attorneys’ fees, costs or liabilitiesexpenses (collectively, the “Damages”), joint or several, to which the Holder or any such director or officer or underwriter Investor or controlling person Person or participating Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Damages (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact made by the Company or its agents contained in any Registration Statement registration statement under which such securities were Registrable Securities are registered under the Securities Act, in any preliminary prospectus, final prospectus or summary final prospectus contained therein, in any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to such Registrable Securities, or in any amendment or supplement theretothereof, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and Investor or such controlling person for any legal Person or any other expenses reasonably incurred by them participating Person in connection with investigating or defending any such loss, claim, liability, action Damages or proceeding; provided, provided however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises Damages arise out of or is are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such said preliminary prospectus, or final prospectus, summary prospectus, said issuer free writing prospectus or said amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Investor or such controlling or participating Person, as the Holder or underwriter stating that it is case may be, specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering thereof; or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereofii) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or statement, omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person in a prospectus if such untrue statement or alleged untrue statement, omission was or alleged omission is corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain to the prospectus which amendment or supplement is delivered to such Investor in full force a timely manner and effect regardless of any investigation made by such Investor thereafter fails to deliver such prospectus as so amended or on behalf of supplemented prior to or concurrently with the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer sale of such securities by Registrable Securities to the HolderPerson asserting such Damages.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the The Company will, and hereby does agree to does, indemnify and hold harmless harmless, in the Holdercase of any registration statement filed pursuant to Section 1.1 or 1.2, its directors each seller of any Registrable Securities covered by such registration statement and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such seller or any such underwriter within the meaning of the Securities Act Act, and their respective directors, officers, partners, agents and affiliates, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or underwriter or any such director or officer or underwriter director, officer, partner, agent, affiliate or controlling person may become subject under the Securities Act or otherwise, including, without limitation, the fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company will reimburse the Holder such seller or underwriter and each such director, officer, underwriter partner, agent, affiliate and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, provided HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller or underwriter, as the Holder or underwriter case may be, specifically stating that it is for use in the preparation thereof andthereof; and PROVIDED, provided further FURTHER, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretoprospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, underwriter partner, agent, affiliate or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In To the event of any registration of any securities of the Company under the Securities Actextent permitted by law, the Company will, and hereby does agree to shall indemnify and hold harmless the Holderseller of any Shares covered by any registration statement filed pursuant to Section 3, its directors directors, trustees and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls the Holder such seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which the Holder such seller or any such director director, trustee or officer or underwriter participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or related actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (X) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereinin such registration statement, or any amendment or supplement theretoto such registration statement, or any document incorporated by reference in such registration statement, or (Y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such seller, and each such director, trustee, officer, underwriter participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided PROVIDED that the Company shall not be liable in any such case (1) to the extent that any such loss, claim, damage, liability, liability or expense (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by the Holder such seller or underwriter any such director, trustee, officer, participating person or controlling person specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering of such registration statement or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case (2) to the extent that any amount paid in settlement of any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy settlement is effected without the written consent of the final prospectus, as the same may Company (which consent shall not be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretounreasonably withheld). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, trustee, officer, underwriter participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to make provision for contribution relating to such indemnity as shall be reasonably requested by any seller of Shares or the Holderunderwriters.

Indemnification by the Company. In The Company and the event of any registration of any securities of the Company under the Securities ActGuarantors, the Company willjointly and severally, and hereby does agree to will indemnify and hold harmless each of the Holder, broker-dealers who receives Exchange Securities for its directors own account in the Exchange Offer for securities that were acquired by such broker-dealer as a result of market-making or other trading activities and officerswho delivers a prospectus contained in an Exchange Registration Statement in connection with any resale during the Resale Period, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter of the Electing Holders of Registrable Securities included in the offering or sale of such securities a Shelf Registration Statement and each other Personperson, if any, who controls the Holder or any such underwriter broker-dealer or Electing Holder, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the such broker-dealer, Electing Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such securities Registrable Securities were registered under the Securities Act, including all documents incorporated therein by reference, or any preliminary prospectuspreliminary, final prospectus or summary prospectus contained thereintherein or furnished by the Company to any such broker-dealer or Electing Holder, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the such broker-dealer, Electing Holder and each such director, officer, underwriter and controlling or other indemnified person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that (i) the Company and the Guarantors shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectusor preliminary, final prospectus, or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such person expressly for use in the preparation thereof and, provided further that the Company shall not be liable therein and (ii) with respect to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at made in a Shelf Registration Statement or prior prospectus relating to the written confirmation of the sale of the Registrable Securities to such Person if such statement a Shelf Registration Statement or omission was corrected in such final prospectus or an any amendment or supplement thereto. Such thereto or in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity shall remain agreement contained in full force and effect regardless this Section 5(a) will not inure to the benefit of any investigation made by broker-dealer or on behalf of Electing Holder from whom the Holder or person asserting any such directorloss, officerclaim, underwriter damage or controlling person and shall survive liability purchased the transfer Registrable Securities, to the extent that at the time of such securities by purchase such broker-dealer or Electing Holder had received timely written advice from the HolderCompany prior to such purchase that the use of such prospectus, amendment, supplement or preliminary prospectus was suspended as provided in Section 3(e) hereof.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, hereby agrees and hereby does agree to will indemnify and hold harmless the Holderseller of any Registrable Securities covered by such registration statement, its directors it directors, officers, representatives and officersagents, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such seller or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or any such director or officer or director, officer, representative, agent, underwriter or controlling person Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder indemnify such seller and each such director, officer, representative, agent, underwriter and controlling person Person for any legal or any other there expenses reasonably incurred by them in connection with investigating investigation or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter such seller specifically stating that it is for use in the preparation thereof andthereof; and provided further, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission mission was corrected contained in such final prospectus or an amendment or supplement theretoprospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, representative, agent, underwriter or controlling person and Person shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless harmless, in the Holdercase of any registration statement filed pursuant to Section 3.1 or 3.2, the seller of any Registrable Securities covered by such registration statement, and if such seller is a corporation, its directors directors, trustees and officers, employees and agents, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities securities, and each other Personperson, if any, who controls the Holder such seller or any such underwriter (within the meaning of the Securities Act Act) against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which the Holder such seller or any such director director, trustee, officer, employee or officer or underwriter agent, participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any rule or regulation promulgated under the Securities Act or the Exchange Act, or other federal or state securities law applicable to the Company and relating to any action or inaction required of the Company in connection with such registration, and the Company will reimburse the Holder such seller, and each such director, trustee, officer, underwriter employee or agent, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case if and to the extent that any such loss, claim, damage, liability, liability or expense (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder such seller or underwriter stating that it is any such director, trustee, officer, employee or agent, participating person or controlling person specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, trustee, officer, underwriter employee or agent, participating person or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Actregistration, qualification or compliance effected pursuant to Sections 3 or 4 hereof, the Company will, and hereby does agree to shall indemnify and hold harmless the HolderHolder of any Registrable Securities covered by such registration statement, its directors and officersofficers and affiliates, if any, each other Person ("Person" means an individualunderwriter of such Registrable Securities thereunder, partnershipif any, firmeach broker, limited liability company, trust, joint venture, association, corporationdealer, or similar person acting on behalf of any other legal entity) who participates as an underwriter in the offering or sale of such securities Holder, and each other Personperson, if any, who controls any of the Holder or any such underwriter foregoing persons within the meaning of the Securities Act (each a "Company Indemnitee" and collectively the "Company Indemnitees"), in each case, against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or underwriter or controlling person Company Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any breach of any representation, warranty, agreement or covenant of the Company contained in the underwriting agreement covering the public offering of such Registrable Securities or untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities Registrable Securities were registered under the Securities ActAct pursuant to Sections 3 or 4, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any other document incident to any such registration, qualification or compliance, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person Company Indemnitee for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company shall not be liable in any such case if and to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement document in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such Company Indemnitee, specifically for use in the preparation thereof andsuch document; and provided further, provided further that the Company shall not be liable foregoing indemnity agreement is subject to the condition that, insofar as it relates to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the amended prospectus filed with the Commission pursuant to Rule 424(b) or in the prospectus subject to completion and term sheet under Rule 434 of the Securities Act, which together meet the requirements of Section 10(a) of the Securities Act (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any such seller, any such underwriter or any such controlling person, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the written confirmation time such furnishing is required by the Securities Act, but only if the Company had previously furnished a sufficient number of copies of the sale of the Registrable Securities Final Prospectus to such Person if such statement seller for distribution to any underwriter or omission was corrected in such final prospectus or an amendment or supplement theretocontrolling person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such Holder, director, officer, underwriter or controlling person and person, shall survive the transfer of such securities by any Holder or underwriter, and shall be in addition to any liability which the HolderCompany may otherwise have.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree does, in the case of any registration statement filed pursuant to Section 2.1 or 2.2, indemnify and hold harmless the Holderseller of any Registrable Securities covered by such registration statement, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such seller or any such underwriter within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or any such director or director, officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such seller and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by the Holder or underwriter such seller specifically stating that it is for use in the preparation thereof andsuch registration statement, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such losspreliminary prospectus, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amendedsummary prospectus, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretosupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In Upon the event of any registration of any securities of the Company under the Registrable Securities Actpursuant to Section 2 hereof, the Company will, and hereby does agree to shall indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Electing Holder and each other Personunderwriter, dealer or selling agent, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls the Holder such Electing Holder, underwriter, dealer or any such underwriter selling agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or underwriter or controlling person Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Shelf Registration Statement under which such securities were Registrable Securities are to be registered under the Securities Act, or any preliminary prospectus, final prospectus Prospectus contained therein or summary prospectus contained thereinfurnished by the Company to any Indemnified Person relating to such Registrable Securities, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will hereby agrees to reimburse the Holder and each such director, officer, underwriter and controlling person Indemnified Person for any legal or any other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the such Shelf Registration StatementStatement or Prospectus, any such preliminary prospectus, final prospectus, summary prospectus, or amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such Indemnified Person expressly for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holdertherein.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct pursuant to this Agreement, the Company will, and hereby does agree to does, indemnify and hold harmless the Holderseller of any Registrable Securities covered by such registration statement, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter seller, within the meaning of the Securities Act Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or any such director or officer or underwriter or controlling person may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such seller and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, ; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder in writing or underwriter electronically specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, underwriter officer or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In the event of If any registration of any securities of the Company Registrable Securities are registered for resale under the Securities ActAct pursuant to this Agreement, the Company will, and hereby does agree to shall indemnify and hold harmless the each Holder of such Registrable Securities and such Holder’s directors, its directors and officers, each other Person ("Person" means an individualemployees and agents, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which the such Holder or any such director director, officer, employee or officer or underwriter or controlling person agent may become subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (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 any material fact contained contained, on the effective date thereof, in any Registration Statement the registration statement under which such securities Registrable Securities were registered under the Securities ActAct or any final prospectus contained therein (in each case as amended or supplemented, including without limitation, any preliminary prospectusupdate pursuant to Rule 424(b) under the Securities Act), provided that such final prospectus or summary prospectus contained thereinwas used to effect a sale by such Holder, or any amendment or supplement thereto, or any (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein in light of the circumstances under which they were made not misleading, and or (iii) any violation by the Company will reimburse of the Holder Securities Act or state securities or blue sky laws applicable to the Company and each such director, officer, underwriter and controlling person for relating to any legal action or any other expenses reasonably incurred by them inaction required of the Company in connection with investigating such registration or defending any qualification under such lossstate securities or blue sky laws; provided, claimhowever, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) liability or expense arises out of or is based upon an any untrue statement or alleged untrue statement or omission or alleged any omission made in the Registration Statement, any such preliminary prospectusregistration statement, final prospectus, summary prospectus, or amendment or supplement in reliance based upon and in conformity with written information furnished to the Company by the such Holder or underwriter stating that it is specifically for use in the preparation thereof andsuch registration statement, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretosupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the such Holder or any such director, officer, underwriter employee or controlling person and shall survive the transfer of such securities by the Holderagent.

Indemnification by the Company. In The Company shall, to the event of any registration of any securities of the Company under the Securities Actfull extent permitted by law, the Company will, and hereby does agree to indemnify and hold harmless each seller of Registrable Securities included in the HolderShelf Registration Statement, its directors and directors, officers, each other Person employees, advisors and agents (collectively, "Person" means an individualRepresentatives"), partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter seller within the meaning of the Securities Act or the Exchange Act and each such controlling Person's Representatives (collectively, the "Company Indemnitees"), against any losses, claims, damages damages, expenses or liabilities, joint or severalseveral (together, "Losses"), to which the Holder or any such director or officer or underwriter or controlling person Company Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any the Shelf Registration Statement under which such securities were registered under the Securities ActStatement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, including all documents incorporated therein by reference, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleadingmisleading and such untrue statement or alleged untrue statement or omission or alleged omission was not corrected in a subsequent amendment or supplement prior to or concurrently with the sale of Registrable Securities to the Person asserting such Loss, and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person Company Indemnitees for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Loss (or action or proceeding, proceeding in respect thereof); provided that the Company shall not be liable to a Company Indemnitee in any such case to the extent that any such loss, claim, damage, liability, Loss (or action or proceeding in respect thereof) or expense arises out of or is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished by the related seller to the Company by the Holder or underwriter stating that it is expressly for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls (y) such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Personrelated seller's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act prospectus to the Person asserting the existence of Persons who assert an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus prospectus. The Company shall also indemnify each other Person who participates (including as an underwriter) in the offering or an amendment or supplement thereto. Such indemnity shall remain in full force sale of Registrable Securities, their officers and effect regardless of directors and each other Person, if any, who controls any investigation made by or on behalf such participating Person within the meaning of the Holder Securities Act or the Exchange Act to the same extent as provided above with respect to Company Indemnitees. The indemnity in this paragraph (a) of Section 7 shall be in addition to any such director, officer, underwriter or controlling person and shall survive liability the transfer of such securities by the HolderCompany may otherwise have.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the The Company will, and hereby does agree to does, indemnify and hold harmless harmless, in the Holdercase of any registration statement filed pursuant to Section 2.1 or 2.2, its directors each seller of any Registrable Securities covered by such registration statement and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such seller or any such underwriter within the meaning of the Securities Act or the Exchange Act, and their respective directors, officers, partners, agents and affiliates, against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or underwriter or any such director or officer or underwriter director, officer, partner, agent, affiliate or controlling person may become subject under the Securities Act or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such seller or underwriter and each such director, officer, underwriter partner, agent, affiliate and controlling person Person for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; PROVIDED, provided HOWEVER, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller or underwriter, as the Holder or underwriter case may be, specifically stating that it is for use in the preparation thereof andthereof; PROVIDED, provided further FURTHER, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of is based upon an untrue statement or alleged untrue statement of any material fact contained in any such registration statement, preliminary prospectus, final prospectus or summary prospectus contained therein or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading in a prospectus or prospectus supplement, if such untrue statement or omission is completely corrected in an amendment or alleged omission at supplement to such prospectus or prior to prospectus supplement, the written confirmation of the sale seller of the Registrable Securities has an obligation under the Securities Act to such Person if such statement or omission was corrected in such final deliver a prospectus or an amendment prospectus supplement in connection with such sale of Registrable Securities and the seller of Registrable Securities thereafter fails to deliver such prospectus or prospectus supplement theretoas so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage or liability after the Company has furnished such seller with a sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or underwriter or any such director, officer, underwriter partner, agent, affiliate or controlling person and shall survive the transfer of such securities by the Holdersuch seller or underwriter.

Indemnification by the Company. In the event of any registration of any securities the Securities of the Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the Holder, its directors Holder and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act against any and all claims, demands, losses, claimscosts, damages or expenses, obligations, liabilities, joint or several, damages, recoveries and deficiencies, including interest, penalties and attorneys’ fees (collectively, “Claims”), to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities Holder’s Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Claim (or action or proceeding, proceeding in respect thereof); provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, Claim (or action or proceeding in respect thereof) or expense arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon on and in conformity with written information furnished to the Company through an instrument duly executed by the Holder or underwriter specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities the Securities by the Holder.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the each Holder, its directors and partners, officers, each other Person ("Person" means an individualdirectors, partnershiptrustees, firmstockholders, limited liability companyemployees, trustagents and investment advisers, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the such Holder or any such underwriter within the meaning of the Securities Act or the Exchange Act, together with the partners, officers, directors, trustees, stockholders, employees, agents and investment advisers of such controlling person, against any losses, claims, damages or liabilitiesdamages, and expenses (including, without limitation, reasonable attorneys’ fees), joint or several, to which the Holder Holders or any such director or officer or underwriter or controlling person indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement the registration statement under which such securities Registrable Securities were registered and sold under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleadingmisleading or any violation of the Securities Act or state securities laws or rules thereunder by the Company relating to any action or inaction by the Company in connection with such registration, and the Company will reimburse the each Holder and each such director, officer, underwriter and controlling person for any reasonable legal or any other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, liability, action or proceedingproceedings; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the any Holder or underwriter specifically stating that it is for use in the preparation thereof andthereof; and provided, provided further further, that the Company shall not be liable to any Person who participates as an underwriter in the offering Holders or sale of the Registrable Securities or to any other Person, if any, Person who controls such underwriter Holder within the meaning of the Securities Act, Act or the Exchange Act in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's ’s failure to send or give a copy of the final prospectus, as the same may be then supplemented prospectus or amended, within the time required by the Securities Act supplement to the Person Persons asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretosupplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Holders or any such director, officer, underwriter or controlling person Person and shall survive the transfer of such securities by the HolderHolders.

Indemnification by the Company. In the event The Company hereby agrees to indemnify and hold harmless each holder of any registration of any securities of the Company Registrable Securities which shall have been registered under the Securities Act, the Company willand such holder’s officers, and hereby does agree to indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities agents and each other Person, if any, who controls the Holder or any such underwriter holder within the meaning of the Securities Act and each other Person (including underwriters) who participates in the offering of such Registrable Securities against any losses, claims, damages damages, liabilities, reasonable attorneys’ fees, costs or liabilitiesexpenses (collectively, the “Damages”), joint or several, to which the Holder or any such director or officer or underwriter holder or controlling person Person or participating Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Damages (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact made by the Company or its agents contained in any Registration Statement registration statement under which such securities were Registrable Securities are registered under the Securities Act, in any preliminary prospectus, final prospectus or summary final prospectus contained therein, or in any amendment or supplement theretothereof, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and holder of Registrable Securities or such controlling person for any legal Person or any other expenses reasonably incurred by them participating Person in connection with investigating or defending any such loss, claim, liability, action Damages or proceeding; provided, provided however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises Damages arise out of or is are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, or final prospectus, summary prospectus, prospectus or such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder such holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering such controlling or sale of the Registrable Securities or to any other participating Person, if anyas the case may be, who controls such underwriter within the meaning of the Securities Act, specifically for inclusion in any such case to the extent that any such loss, claim, damage, liability document; or (or action or proceeding in respect thereofii) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or statement, omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person in a prospectus if such untrue statement or alleged untrue statement, omission was or alleged omission is corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain to the prospectus which amendment or supplement is delivered to such holder in full force a timely manner and effect regardless of any investigation made by such holder thereafter fails to deliver such prospectus as so amended or on behalf of supplemented prior to or concurrently with the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer sale of such securities by Registrable Securities to the HolderPerson asserting such Damages and such Damages would have been avoided if such holder had so delivered such prospectus as so amended or supplemented.

Indemnification by the Company. In As used in this Section 7, the event term "Liabilities" shall mean any and all losses, claims, damages and liabilities, and actions and proceedings in respect thereof, including without limitation all reasonable costs of defense and investigation and all attorneys' fees. Whenever pursuant to Section 6 a registration statement relating to any registration of any securities of the Company Registrable Securities is filed under the Securities Act, or amended or supplemented, the Company will, and hereby does agree to shall indemnify and hold harmless the each Holder of Registrable Securities included in such registration statement, amendment or supplement (each, a "Distributing Holder"), its directors and officers, each other Person person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entityif any) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter (within the meaning of the Securities Act Act) the Distributing Holder, and each underwriter (within the meaning of the Act) of such Registrable Securities, and each person (if any) who controls (within the meaning of the Act) any such underwriter, from and against any losses, claims, damages or liabilitiesall Liabilities, joint or several, to which the Distributing Holder or any such director or officer controlling person or underwriter or controlling person may become subject subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities were registered under the Securities Actregistration statement, or any preliminary prospectus, prospectus or final prospectus or summary prospectus contained thereinconstituting a part thereof, or any amendment or supplement thereto, or any arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, and the Company will reimburse the Holder and each such directorhowever, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises Liabilities arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the such Distributing Holder or underwriter stating that it is by any other Distributing Holder for use in the preparation thereof and, provided further that the Company thereof. The foregoing indemnity shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or addition to any other Person, if any, who controls such underwriter within liability which the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same Company may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holderotherwise have.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to does, indemnify and hold harmless in the Holdercase of any registration statement filed pursuant to Section 4.1 or 4.2, the seller of any Registrable Securities covered by such registration statement, and if such seller is a corporation, its directors directors, trustees and officers, employees and agents, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls the Holder such seller or any such underwriter within the meaning of the Securities Act against any losses, claims, damages damages, liabilities or liabilitiesexpenses, joint or several, to which the Holder such seller or any such director director, trustee, officer, employee or officer or underwriter agent, participating or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise out of or are based upon (x) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (z) any violation by the Company of any rule or regulation promulgated under the Securities Act or the Exchange Act, or other federal or state securities law applicable to the Company and relating to any action or inaction required of the Company in connection with such registration, and the Company will reimburse the Holder such seller, and each such director, trustee, officer, underwriter employee or agent, participating person and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case if and to the extent that any such loss, claim, damage, liability, liability or expense (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder underwriters or underwriter stating that it is by such seller or any such director, trustee, officer, employee or agent, participating person or controlling person specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, trustee, officer, underwriter employee or agent, participating person or controlling person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the full extent permitted by law, each selling Holder, its directors and officers, each other Person ("Person" means an individualdirectors, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities employees and representatives and each other Person, if any, Person who controls the Holder or any such underwriter (within the meaning of the Securities Act Act) such selling Holder against any losses, claims, damages or liabilitiesdamages, joint or several, to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon and expenses caused by any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such securities were registered under the Securities ActStatement, any preliminary prospectus, final prospectus or summary preliminary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and except insofar as the same may be caused by or contained in any information furnished in writing to the Company will reimburse the by such selling Holder and each such directorfor use therein; provided, officerhowever, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment prospectus if (A) such selling Holder failed to deliver or supplement in reliance upon and in conformity with written information furnished cause to be delivered a copy of the prospectus to the Person asserting such loss, claim, damage, liability or expense after the Company by has furnished such selling Holder with a sufficient number of copies of the Holder same and (B) the prospectus completely corrected in a timely manner such untrue statement or underwriter stating that it is for use in the preparation thereof andomission; and provided, provided further further, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of is based upon an untrue statement or alleged untrue statement or omission or alleged omission at in the prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the prospectus and the selling Holder thereafter fails to deliver such prospectus as so amended or supplemented prior to the written confirmation of or concurrently with the sale of the Registrable Securities securities to the Person asserting such Person if loss, claim, damage, liability or expense after the Company had furnished such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless selling Holder with a sufficient number of any investigation made by or on behalf copies of the Holder or any same. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such directorPersons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the selling Holder, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holderif requested.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless harmless, to the Holderfullest extent permitted by law, each holder of Registrable Securities and, as applicable, its directors and officers, each other Person directors, trustees, employees, stockholders, holders of beneficial interests, members, and general and limited partners ("Person" means an individualcollectively, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entitysuch holder’s “Indemnitees”) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, Person who controls the Holder or any such underwriter holder (within the meaning of the Securities Act Act) against any and all losses, claims, damages or damages, liabilities, joint or several, to which the Holder such holder or any such director or officer or underwriter or controlling person Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities were registered under the Securities Actregistration statement, any preliminary prospectus, final prospectus or summary preliminary prospectus contained therein, or any amendment thereof or supplement thereto, or together with any documents incorporated therein by reference or, (b) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder such holder and each such director, officer, underwriter and controlling person of its Indemnitees for any legal or any other expenses reasonably expenses, including any amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of is based upon an untrue statement or alleged untrue statement statement, or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected omission, made in such final registration statement, any such prospectus or an preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by such holder expressly for use therein. Such indemnity shall remain in full force In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and effect regardless of any investigation made by or on behalf directors and each Person who controls such underwriters (within the meaning of the Holder or any such director, officer, underwriter or controlling person and shall survive Securities Act) to the transfer same extent as provided above with respect to the indemnification of such securities by the Holderholders of Registrable Securities.

Indemnification by the Company. In Upon the event of any registration of any securities of the Company under the Registrable Securities Actpursuant to Section 2 hereof, the Company will, and hereby does agree to shall indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Electing Holder and each underwriter, selling agent or other Personsecurities professional, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls the Holder such Electing Holder, underwriter, selling agent or any such underwriter other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages damages, expenses or liabilities, joint or several, to which the Holder or any such director or officer or underwriter or controlling person Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Shelf Registration Statement under which such securities were Registrable Securities are to be registered under the Securities Act, or any preliminary prospectus, final prospectus Prospectus contained therein or summary prospectus contained thereinfurnished by the Company to any Indemnified Person, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and the Company will hereby agrees to reimburse the Holder and each such director, officer, underwriter and controlling person Indemnified Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the such Shelf Registration StatementStatement or Prospectus, any such preliminary prospectus, final prospectus, summary prospectus, or amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such Indemnified Person expressly for use in the preparation thereof andtherein; provided, provided further further, however, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, indemnified person in any such case to the extent that any such loss, claim, damage, expense, liability or claim (i) arises from an offer or action or proceeding in respect thereof) or expense arises out sale by an Electing Holder of Registrable Securities occurring during a Suspension Period, if the indemnified party is an Electing Holder that received from the Company a notice of commencement of any Suspension Period prior to the making of such Person's failure offer or sale or (2) the Electing Holder fails to send deliver at or give a copy prior to written confirmation of sale, the final prospectusmost recent Prospectus, as the same may be then supplemented amended or amendedsupplemented, within the time required by the Securities Act to the Person asserting the existence of an and such Prospectus, as amended or supplemented, would have corrected such untrue statement or omission or alleged untrue statement or omission or alleged omission at or prior to of a material fact and the written confirmation of the sale of the Registrable Securities Company had previously provided to such Person if Electing Holder such statement most recent Prospectus, as amended or omission was corrected supplemented, in a timely manner and in requisite quantities so as to timely permit such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities delivery by the Electing Holder.

Indemnification by the Company. In the event of any registration of any securities the Securities of the Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify indemnity and hold harmless the Holder, its directors Holder and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act against any and all claims, demands, losses, claimscosts, damages or expenses, obligations, liabilities, joint or several, damages, recoveries and deficiencies, including interest, penalties and attorneys' fees (collectively, "Claims"), to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities Holder's Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, Claim (or action or proceeding, proceeding in respect thereof); provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, Claim (or action or proceeding in respect thereof) or expense arises out of or is based upon on an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon on and in conformity with written information furnished to the Company through an instrument duly executed by the Holder or underwriter specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities the Securities by the Holder.

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the The Company will, and hereby does agree to does, indemnify and hold harmless harmless, in the Holdercase of any registration statement filed pursuant to Section 1.1 or 1.2, its directors each seller of any Registrable Securities covered by such registration statement and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such seller or any such underwriter within the meaning of the Securities Act Act, and their respective directors, officers, partners, employees and affiliates against any losses, claims, damages or liabilities, joint or several, to which the Holder such seller or underwriter or any such director or officer or underwriter director, officer, partner, employee, affiliate or controlling person may become subject under the Securities Act or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading, and the Company will reimburse the Holder such seller or underwriter and each such director, officer, underwriter partner, employee, affiliate and controlling person Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such seller or underwriter, as the Holder or underwriter case may be, specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder such seller or any such director, officer, underwriter employee, affiliate, partner or controlling person Person and shall survive the transfer of such securities by the Holdersuch seller.

Indemnification by the Company. In (a) Upon the event of any registration of any securities of the Company under the Registrable Securities Actpursuant to Section 2 hereof, the Company will, and hereby does agree to shall indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Investor and each underwriter, selling agent or other Personsecurities professional, if any, which facilitates the disposition of such Registrable Securities, and each of their respective officers and directors and each person who controls the Holder Investor, and each underwriter, selling agent or any such underwriter other securities professional, if any, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or underwriter or controlling person Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Shelf Registration Statement under which such securities were Registrable Securities are to be registered under the Securities Act, or any preliminary prospectus, final prospectus Prospectus contained therein or summary prospectus contained thereinfurnished by the Company to any Indemnified Person, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will hereby agrees to reimburse the Holder and each such director, officer, underwriter and controlling person Indemnified Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the such Shelf Registration StatementStatement or Prospectus, any such preliminary prospectus, final prospectus, summary prospectus, or amendment or supplement supplement, in reliance upon and in conformity with written information furnished in writing to the Company by the Holder or underwriter stating that it is such Indemnified Person expressly for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holdertherein.

Indemnification by the Company. In Upon the event of any registration of any securities the Registrable Securities pursuant to Section 2 hereof, and in consideration of the Company under agreements of the Securities ActPurchasers contained herein, and as an inducement to the Purchasers to purchase the Securities, the Company willshall, and it hereby does agree to agrees to, (i) indemnify and hold harmless each of the Holderholders of Registrable Securities to be included in such registration, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as a placement or sales agent or as an underwriter in the any offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Registrable Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer holder, agent or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement registration statement under which such securities Registrable Securities were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus contained thereintherein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will (ii) reimburse the Holder such holder, such agent and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectusregistration statement, or preliminary, final prospectus, or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale holders of the Registrable Securities or to any other Person, if any, who controls such placement or sales agent thereof or underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holder.thereof expressly for use therein;

Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities ActAct pursuant to Section 2 of any Registrable Securities covered by such registration, the Company will, and hereby does agree to does, indemnify and hold harmless the each Holder of Registrable Securities to be sold under such registration statement, each such Holder, its directors and officers's legal counsel, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) person who participates as an underwriter in the offering or sale of such securities (if so required by such underwriter as a condition to including the Registrable Securities of the Holders in such registration) and each other Personperson, if any, who controls the any such Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Indemnified Parties"), against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer Holders or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or any document incorporated therein by reference, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of any violation by the Company of any rule or regulation promulgated under the Securities Act or state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, provided that the Company shall not be liable in any such case to the extent that any such losshowever, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an is based upon any untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected made in such registration statement, any such preliminary prospectus, final prospectus or an prospectus, summary prospectus, amendment or supplement thereto. Such indemnity shall remain in full force reliance upon and effect regardless of any investigation made in conformity with written information furnished to the Company by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the HolderIndemnified Party.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Actagrees to indemnify, the Company will, and hereby does agree to indemnify and hold harmless and reimburse, to the fullest extent permitted by law, each Holder, its directors and Affiliates, partners, officers, each other Person ("Person" means an individualdirectors, partnershipemployees, firmadvisors, limited liability companyrepresentatives and agents, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the such Holder or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any and all losses, penalties, liabilities, claims, damages or liabilitiesand expenses, joint or severalseveral (including, without limitation, reasonable attorneys’ fees and any expenses and reasonable costs of investigation), as incurred, to which the Holder Holders or any such director or officer or underwriter or controlling person indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, penalties, liabilities, claims, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any the Registration Statement under which such securities Registrable Securities were registered and sold under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus Prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and misleading or any violation of the Securities Act or state securities laws or rules thereunder by the Company will reimburse relating to any action or inaction by the Holder and each such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them Company in connection with investigating or defending any such lossregistration; provided, claimhowever, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damagepenalty, liability, claim, damage (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the such Registration Statement, any such preliminary prospectus, final prospectus, summary prospectusProspectus, amendment or supplement in reliance upon and in conformity with written information about a Holder which is furnished to the Company by the such Holder or underwriter stating that it is specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretoregistration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the such Holder or any such director, officer, underwriter or controlling person indemnified party and shall survive the transfer of such securities by the such Holder.

Indemnification by the Company. (a) In the event of that the Company registers any registration of any securities of the Company Registrable Securities under the Securities Act, the Company will, and hereby does agree to will indemnify and hold harmless each holder and each underwriter of the Holder, its directors and Registrable Securities (including their officers, each other Person directors, affiliates and partners) so registered ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, including any broker or any other legal entitydealer through whom such shares may be sold) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder such holder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages damages, expenses or liabilities, joint or several, to which the Holder they or any such director or officer or underwriter or controlling person may of them become subject under the Securities Act Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, will reimburse each such holder, each such underwriter and each such controlling Person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages or damages, expenses, liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such securities were registered under the Securities Actregistration statement, in any preliminary prospectus, or amended preliminary prospectus or in the final prospectus (or summary the registration statement or prospectus contained therein, as from time to time amended or any amendment supplemented by the Company) or supplement thereto, arise out of or any are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and or any violation by the Company will reimburse of any rule or regulation promulgated under the Holder and each such director, officer, underwriter and controlling person for any legal Securities Act or any other expenses reasonably incurred by them state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with investigating or defending any such lossregistration, claim, liability, action or proceeding, provided that the Company shall not be liable in any unless (i) such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statementsuch registration statement, any such preliminary prospectus, or amended preliminary prospectus or final prospectus, summary prospectus, amendment or supplement prospectus in reliance upon and in conformity with written information furnished in writing to the Company in connection therewith by any such holder of Registrable Securities (in the Holder case of indemnification of such holder), any such underwriter (in the case of indemnification of such underwriter) or underwriter stating that it is any such controlling Person (in the case of indemnification of such controlling Person) expressly for use therein, or unless (ii) in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or case of a sale directly by such holder of Registrable Securities (including a sale of the such Registrable Securities or through any underwriter retained by such holder of Registrable Securities to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, engage in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out a distribution solely on behalf of such Person's failure to send or give a copy holder of the final prospectusRegistrable Securities), as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus copies of which were delivered to such holder of Registrable Securities or such underwriter on a timely basis, and such holder of Registrable Securities failed to deliver a copy of the final or amended prospectus at or prior to the written confirmation of for the sale of the Registerable Shares to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. (b) Promptly after receipt by any holder of Registrable Securities, any underwriter or any controlling Person, of notice of the commencement of any action in respect of which indemnity may be sought against the Company, such holder of Registrable Securities, or such underwriter or such controlling person, as the case may be, will notify the Company in writing of the commencement thereof (provided, that failure by any such person to so notify the Company shall not relieve the Company from any liability it may have hereunder to any other Person entitled to claim indemnity or contribution hereunder) and, subject to the provisions hereinafter stated, the Company shall be entitled to assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to such holder of Registrable Securities, such underwriter or such controlling Person, as the case may be), and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company. (c) Such holder of Registrable Securities, any such underwriter or any such controlling Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel subsequent to any assumption of the defense by the Company shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized in writing by the Company. The Company shall not be liable to indemnify any Person for any settlement of any such loss, claim, damage, expense, liability or action effected without the Company's written consent. The Company shall not, except with the approval of each party being indemnified under this SECTION 4.5, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation. (d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which any holder of Registrable Securities exercising rights under this ARTICLE IV, or any controlling Person of any such holder, makes a claim for indemnification pursuant to this SECTION 4.5 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such Person if indemnification may not be enforced in such case notwithstanding the fact that this SECTION 4.5 provides for indemnification in such case, then, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the holder of Registrable Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the holder of Registrable Securities on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the holder of Registrable Securities on the other, and each party's relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission was corrected omission; provided, however, that, in any such final prospectus or an amendment or supplement thereto. Such indemnity shall remain case, (A) no such holder will be required to contribute any amount in full force and effect regardless excess of the public offering price of all such Registrable Securities offered by it pursuant to such registration statement, net of any investigation made underwriting discounts or commissions paid by such holder; and (B) no person or on behalf entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Holder Securities Act) will be entitled to contribution from any person or any such director, officer, underwriter or controlling person and shall survive the transfer entity who was not guilty of such securities by the Holderfraudulent misrepresentation.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to will indemnify and hold harmless each of the Holder, its directors and officersholders of Registrable Securities included in an Exchange Registration Statement, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in the offering or sale of such securities and each other Personperson, if any, who controls the Holder such placement or any such sales agent or underwriter within the meaning of the Securities Act in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or holder, agent, underwriter or controlling control person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such securities Registrable Securities were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus contained thereintherein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Holder and each such directorholder, officersuch Electing Holder, such agent, such underwriter and controlling such control person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liabilitydamage, action liability or proceedingaction; provided, provided however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any of such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement documents in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such person expressly for use therein; and provided, further, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, the preparation thereof and, provided further that the Company indemnity agreement contained in this Section 6(a) shall not be liable inure to the benefit of any Person holder of Registrable Securities included in an Exchange Registration Statement, Electing Holders of Registrable Securities included in a Shelf Registration Statement or any person who participates as a placement or sales agent or as an underwriter in the any offering or sale of the such Registrable Securities from whom the person asserting any such losses, claims, damages or liabilities purchased such Registrable Securities (or to the benefit of any other Personperson controlling any placement or sales agent or underwriter), if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, damage or liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give person results from the fact that a copy of the final prospectus, as the same may be then supplemented prospectus was not sent or amended, within the time required by the Securities Act given to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission such person at or prior to the written confirmation of the sale of the such Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holderperson.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree agrees to indemnify and hold harmless the Holdereach selling Holder of Restricted Stock, its officers, directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities agents and each other Personperson, if any, who controls the such selling Holder or any such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which the Holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such securities were registered under registration statement or prospectus relating to the Securities Act, any preliminary prospectus, final prospectus Restricted Stock or summary prospectus contained therein, or in any amendment or supplement theretothereto or in any preliminary prospectus relating to the Restricted Stock, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to the Company will reimburse the by such selling Holder or on such selling Holder's behalf expressly for use therein and each such directorprovided further, officer, underwriter and controlling person for that with respect to any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement the indemnity agreement contained in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company this subsection shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case apply to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give results from the fact that a copy of the final prospectus, as the same may be then supplemented prospectus was not sent or amended, within the time required by the Securities Act given to the Person person asserting the existence of an untrue statement any such losses, claims, damages, liabilities or alleged untrue statement or omission or alleged omission expenses at or prior to the written confirmation of the sale of the Registrable Securities Restricted Stock concerned to such Person if such statement or omission was corrected person. The Company also agrees to include in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf underwriting agreement with any underwriters of the Holder or any Restricted Stock provisions indemnifying and providing for contribution to such directorunderwriters, officer, underwriter or controlling their officers and directors and each person who controls such underwriters on substantially the same basis as the provisions of this Section 8 indemnifying and shall survive providing for contribution to the transfer of such securities by the Holderselling Holders.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to will indemnify and hold harmless the HolderHolders, its directors and their officers, each other Person directors, agents ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entityincluding without limitation counsel) who participates as an underwriter in the offering or sale of such securities and employees and each other Person, if any, Person who controls the Holder or any such underwriter Holders (within the meaning of the Securities Act or the Exchange Act) (each, a "CONTROLLING PERSON") from and against any and all losses, claims, damages and liabilities ("LOSSES") (including without limitation any investigation, legal or liabilitiesother expenses reasonably incurred in connection with, joint and, subject to Section 7(d) any amount paid in settlement of, any action, suit or several, proceeding or any claim asserted) to which the Holder or any such director or officer or underwriter or controlling person Holders may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) Losses arise out of or of, are based upon upon, relate to or result from (a) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement under which such securities were registered under the Securities Actregistration statement, any preliminary prospectus, final prospectus or summary preliminary prospectus contained therein, or any amendment or supplement thereto, thereto or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and misleading or (b) any violation by the Company will of the Securities Act or the Exchange Act, or other federal or state law applicable to the Company and relating to any action or inaction required of the Company in connection with such registration. The Company shall reimburse the Holder and each Holders or such officer, director, officeragent (including without limitation counsel), underwriter and controlling person employee or Controlling Person for any legal or any other expenses reasonably incurred by them such Person in connection with investigating or defending against any such lossLosses as they are incurred; provided, claimhowever, liability, action or proceeding, provided that the Company shall will not be liable in to a Holder for any Losses if any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises Losses arise out of or is are based upon an untrue statement or any alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the such Holder or underwriter stating that it is specifically for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretotherein. Such indemnity shall will remain in full force and effect regardless of any investigation made by or on behalf of the Holder Holders or any such officer, director, officeragent (including without limitation counsel), underwriter employee or controlling person Controlling Person, and shall will survive the transfer of such securities by the Holders. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act or the Exchange Act) to the same extent customarily requested by such Persons in similar circumstances. Reimbursement will be made periodically during the course of investigation when bills are received or expenses incurred, subject to the Holders' obligation to reimburse the Company pursuant to the Wyoming Business Corporation Act. Notwithstanding anything to the contrary in this Section 7, the Company shall not be liable for any untrue statement or omission in any preliminary prospectus if the Company, sufficiently in advance of Holder's delivery of such preliminary prospectus, notified Holder of any untrue statement or omission contained therein and furnished Holder with a corrected preliminary prospectus.

Indemnification by the Company. In the event of any registration of any securities of the The Company under the Securities Act, the Company will, and hereby does agree to will indemnify and hold harmless each of the Holder, its directors and officersholders of Registrable Securities included in an Exchange Registration Statement, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Electing Holders as holders of Registrable Securities Act included in a Shelf Registration Statement and the Market Maker as holder of Securities or Exchange Securities included in a Market-Making Registration Statement against any losses, claims, damages or liabilities, joint or several, to which the such holder, such Electing Holder or any such director or officer or underwriter or controlling person the Market Maker may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Exchange Registration Statement, any Shelf Registration Statement or any Market-Making Registration Statement, as the case may be, under which such securities Registrable Securities or Exchange Securities were registered under the Securities Act, or any preliminary prospectuspreliminary, final prospectus or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained thereintherein or furnished by the Company to any such holder, any such Electing Holder or the Market Maker, or any amendment or supplement thereto, or any arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the each such holder, each such Electing Holder and each such director, officer, underwriter and controlling person the Market Maker for any and all legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable to any such person in any such case to the extent that any such loss, claim, damage, liability, (damage or action or proceeding in respect thereof) or expense liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, or preliminary, final or summary prospectus (including, without limitation, any such preliminary “issuer free writing prospectus” as defined in Rule 433), final prospectus, summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such person expressly for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holdertherein.

Indemnification by the Company. In the event of any registration of any securities of Registrable Securities under the Securities Act pursuant to this Agreement, the Company under shall indemnify and hold harmless (i) each Holder and its Affiliates, (ii) any selling agent selected by the Holders with respect to such Registrable Securities, and (ii) each Person who controls any Holder or such Affiliate, or selling agent, including directors and officers thereof (each such Person being sometimes referred to as an “Indemnified Person”), within the meaning of Section 15 of the Securities Act, the Company will, and hereby does agree to indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Holder or any such underwriter within the meaning of the Securities Act against any losses, claims, damages damages, expenses or liabilities, joint or severalseveral (each a “Loss” and collectively “Losses”), to which the Holder or any such director or officer or underwriter or controlling person Indemnified Person may become subject under the Securities Act or otherwise, insofar as to the extent that such losses, claims, damages or liabilities Losses (or related actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under registration statement in which such securities Registrable Securities were registered included for registration under the Securities Act, or any preliminary prospectus, prospectus or any final prospectus or summary prospectus contained therein, included in such registration statement (or any amendment or supplement thereto, to such registration statement or prospectus) or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, ; and the Company will agrees to reimburse the Holder and each such director, officer, underwriter and controlling person Indemnified Person for any legal or any other expenses reasonably incurred by them it in connection with investigating or defending any such loss, claim, liability, action or proceedingclaim as such expenses are incurred; provided, provided however, that the Company shall not be liable in have no obligation to provide any such case indemnification hereunder (i) to the extent that any such loss, claim, damage, liability, Losses (or action actions or proceeding proceedings in respect thereof) or expense arises arise out of or is are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, in reliance upon and in conformity with written information furnished to the Company by the Holder Holder, or underwriter stating that it is on the Holder’s behalf, specifically for use inclusion, respectively, in such registration statement, preliminary prospectus, final prospectus, amendment or supplement or (ii) in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or case of a sale directly by a Holder of Registrable Securities (including a sale of the such Registrable Securities or to through any other Personunderwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the written confirmation of the sale of the Registrable Securities to the person asserting any such Person if Loss in any case in which such statement or omission was corrected delivery is required by the Securities Act. The indemnity provided in such final prospectus or an amendment or supplement thereto. Such indemnity this Section 7.1 shall remain in full force and effect regardless survive the transfer of any investigation made the Registrable Securities by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holderother Persons.

Indemnification by the Company. In The Company agrees that in the event of any registration of any securities of the Company under the Registrable Securities Actpursuant to this Agreement, the Company willshall indemnify, and hereby does agree to indemnify defend and hold harmless (a) each holder of Registrable Securities, (b) the HolderAffiliates of such holder and the respective directors, its directors and members, stockholders, officers, partners, employees, advisors, representatives, agents of such holder and its Affiliates, (c) each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter or Qualified Independent Underwriter in the offering or sale of such securities and (d) each other Personperson, if any, who controls the Holder or any such underwriter (within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or underwriter or controlling person may become subject under Section 15 of the Securities Act or otherwiseSection 20 of the Exchange Act) any of the foregoing against any and all losses, insofar as such lossespenalties, fines, liens, judgments, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, proceedings in respect thereof) arise and expenses (including reasonable fees of counsel and any amounts paid in settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed if such settlement is solely with respect to monetary damages), jointly or severally, directly or indirectly, based upon or arising out of or are based upon (i) any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement registration statement under which such securities Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained thereintherein or used in connection with the offering of securities covered thereby, or any amendment or supplement thereto, or any documents incorporated by reference therein, or any “free writing prospectus,” as such term is defined in Rule 405 under the Securities Act, utilized in connection with any related offering, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein; and the Company will reimburse the Holder and each such director, officer, underwriter and controlling person indemnified party for any legal or any other expenses reasonably incurred by them in connection with investigating enforcing its rights hereunder or under the underwriting agreement entered into in connection with such offering or investigating, preparing, pursuing or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) as such expenses are incurred, except insofar as any such loss, penalty, fine, lien, judgment, claim, damage, liability, action, proceeding or expense arises out of or is based upon an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in the Registration Statementsuch registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement supplement, document incorporated by reference therein or “free writing prospectus” utilized in connection with any related offering in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is such holder expressly for use in the preparation thereof and, provided further that in accordance with the Company shall not be liable to any Person who participates as an underwriter in the offering or sale second sentence of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement theretoSection 8.2. Such indemnity shall remain in full force and effect effect, regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person indemnified party and shall survive the transfer of such securities Registrable Securities by the Holdersuch seller.

Indemnification by the Company. In the event of any registration of any securities of the (i) The Company under the Securities Act, the Company will, and hereby does agree to shall indemnify and hold harmless the Holder, its directors and officers, each other Person ("Person" means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity) who participates as an underwriter in the offering or sale of such securities Electing Holder and each underwriter, selling agent or other Personsecurities professional, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each person who controls the Holder such Electing Holder, underwriter, selling agent or any such underwriter other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an “Indemnified Person”) against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or underwriter or controlling person Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Shelf Registration Statement under which such securities were registered under or any Prospectus contained therein or furnished by the Securities Act, Company to any preliminary prospectus, final prospectus or summary prospectus contained thereinIndemnified Person, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (ii) the Company hereby agrees to reimburse such Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case under Section 5(a)(i) above or this Section 5(a)(ii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Shelf Registration Statement or Prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information relating to such Indemnified Person furnished to the Company by or on behalf of such Indemnified Person expressly for use therein; provided, further, however, that the foregoing indemnity agreement with respect to any Prospectus shall not inure to the benefit of any Indemnified Person who failed to deliver a final Prospectus or an amendment or supplement thereto (provided by the Company to the several Indemnified Persons in the requisite quantity and on a timely basis to permit proper delivery on or prior to the relevant transaction date) to the person asserting any losses, claims, damages and liabilities and judgments caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and the Company will reimburse the Holder and each if such director, officer, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement material misstatement or omission or alleged omission made in the Registration Statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder or underwriter stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of the Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable Securities to such Person if such statement material misstatement or omission was corrected cured in such the final prospectus Prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by the Holder.