Common use of Indemnification by the Company Clause in Contracts

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a8(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless harmless, to the Underwritersfullest extent permitted by law, their respective affiliates each Holder and each of their respective such Holder’s officers, directors, officersemployees, membersadvisors, employees Affiliates and agents and each person, if any, Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”Act) such Holder from and against any and all losses, claims, damages or damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including in settlement reasonable costs of any litigation if such settlement is effected with the prior written consent of the Companyinvestigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the any Registration Statement at under which the time sale of effectiveness and at such Registrable Securities was Registered under the Securities Act (including any subsequent time 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) that the Company has filed or is required to file pursuant to Rules 430A and 430B Rule 433(d) of the Securities Act RegulationsAct, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 thereintherein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made, ) not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, 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, expense or liability Loss arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission made in any preliminary prospectus, any such Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by such indemnified party expressly for use in the preparation thereof. The indemnification obligations under this Section 7(a) are not exclusive and will This indemnity shall be in addition to any liability, which liability the Underwriters might Company may otherwise have have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partysurvive the transfer of such securities by such Holder.

Indemnification by the Company. The In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the UnderwritersInvestor and its investment manager, their respective affiliates Yorkville Advisors Global, LP, and each of their respective officers, directors, officersmanagers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person, if any, person who controls such Underwriters the Investor within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyInvestor Indemnitees”) from and against any lossesand all actions, causes of action, suits, claims, damages losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or liabilities (including in settlement any of any litigation if such settlement is effected with the prior written consent of the Company) them as a result of, or arising out of of, or relating to (ia) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement for the information deemed to be a part registration of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, Shares as originally filed or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement theretothereof, or in any other materials used related prospectus, or in connection with the Offeringany amendment thereof 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 under which they were made, therein not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. The indemnification obligations To the extent that the foregoing undertaking by the Company may be unenforceable under this Section 7(a) are not exclusive Applicable Law, the Company shall make the maximum contribution to the payment and will be in addition to any liabilitysatisfaction of each of the Indemnified Liabilities, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyis permissible under Applicable Law.

Indemnification by the Company. The Upon the registration of the Registrable Securities pursuant to Section 2 hereof, the Company shall indemnify and hold harmless each Electing Holder and each underwriter, selling agent or other securities professional, if any, which facilitates the Underwritersdisposition of Registrable Securities, their respective affiliates and each of their respective directors, officers, members, employees officers and agents directors and each person, if any, person who controls such Underwriters Electing Holder, underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter each such person being sometimes referred to as an "Indemnified Parties,” and each a “Underwriter Indemnified Party”Person") from and against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement of any litigation if such settlement is effected with the prior written consent of the Companyrespect thereof) arising arise out of (i) or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Shelf Registration Statement, including the information deemed Statement under which such Registrable Securities are to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of registered under the Securities Act RegulationsAct, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated any Prospectus contained therein or necessary furnished by the Company to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectusany Indemnified Person, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, therein not misleading, and shall the Company hereby agrees to reimburse such Underwriter Indemnified Party Person for any legal or other expenses reasonably incurred by it them in connection with evaluating, investigating or defending against any such loss, claim, damage, liability action or actionclaim 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, expense damage or liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any or alleged omission made in such Shelf Registration Statement or the Prospectus, or any such amendment or supplement theretosupplement, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Company by such Indemnified PartyPerson expressly for use therein.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or in any other materials used in connection with is required to file pursuant to Rule 433(d) of the OfferingRules and Regulations, or any Written Testing-the-Waters Communication, or any road show as defined in Rule 433(h) under the Act (a “road show”), or (ii) 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 under which they were made, therein not misleading, and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or in any other materials used in connection with is required to file pursuant to Rule 433(d) of the OfferingRules and Regulations, or any road show as defined in Rule 433(h) under the Act (a “road show”), or (ii) 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 under which they were made, therein not misleading, and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their its respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Underwriters Indemnified Parties,” and each a “Underwriter Underwriters Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Underwriters Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Underwriters Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Underwriters Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless each Investor and each underwriter, if any, which facilitates the Underwritersdisposition of Registrable Securities, their respective affiliates and each of their respective directors, officers, members, employees officers and agents directors and each person, if any, person who controls such Underwriters Investor or underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter each such person being sometimes hereinafter referred to as an "Indemnified Parties,” and each a “Underwriter Indemnified Party”Person") from and against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement of any litigation if such settlement is effected with the prior written consent of the Companyrespect thereof) arising arise out of (i) or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the any Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the an omission from the Registration Statement, or alleged omission to state therein, therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offeringmisleading, or arise out of or are based upon the an untrue statement of a material fact contained in any Prospectus or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and shall the Company hereby agrees to reimburse such Underwriter Indemnified Party Person for any all reasonable legal or and other expenses reasonably incurred by it them in connection with evaluating, investigating or defending against any such loss, claim, damage, liability action or actionclaim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission from any preliminary prospectusor alleged omission from, any such Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter Information. The indemnification obligations under this Company by such Indemnified Person expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 7(a) are not exclusive and will be in addition 3(E), the use by the Indemnified Person of an outdated or defective Prospectus after the Company has provided to any such Indemnified Person an updated Prospectus correcting the untrue statement or alleged untrue statement or omission or alleged omission giving rise to such loss, claim, damage or liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall will indemnify and hold harmless the UnderwritersInvestor Parties, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any lossesLosses to which they may become subject under the 1933 Act or otherwise, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of of, relating to or based upon: (i) an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement, any preliminary Prospectus, final Prospectus or other document, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act RegulationsBlue Sky Application (as defined below), or arise out of any amendment or are based upon the supplement thereof or any omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or, in the case of the Registration Statement, necessary to make the statements therein not misleading or, in the case of any preliminary Prospectus, final Prospectus or other document, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading; (ii) any Blue Sky Application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Investor Shares under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) any violation or alleged violation by the Company or its agents of the 1933 Act, the 1934 Act or any similar federal or state law or any rule or regulation promulgated thereunder applicable to the Company or its agents and shall relating to any action or inaction required of the Company in connection with the registration or the offer or sale of the Investor Shares pursuant to any Registration Statement; or (iv) any failure to register or qualify the Investor Shares included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on the Investor’s behalf and will reimburse such Underwriter the Investor Indemnified Party Parties for any legal or other expenses reasonably incurred by it them in connection with evaluatinginvestigating, investigating preparing or defending against any such loss, claim, damage, liability or actionLosses; provided, however, that the Company shall will not be liable in any such case if and to the extent extent, but only to the extent, that any such loss, claim, damage, expense or liability arises Losses arise out of or is are based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission so made in conformity with information furnished by the Investor or any preliminary prospectus, any such controlling Person in writing specifically for use in such Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall shall, without limitation as to time, indemnify and hold harmless harmless, to the Underwritersfull extent permitted by law, their respective affiliates and each Holder of their respective directorsRegistrable Shares whose Registrable Shares are covered by a Registration Statement or Prospectus, the officers, members, employees directors and agents and employees of each personof them, if any, each Person who controls each such Underwriters Holder (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively Act) and the “Underwriter Indemnified Parties,” officers, directors, agents and employees of each a “Underwriter Indemnified Party”) such controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages or liabilities damages, liabilities, judgment, costs (including in settlement including, without limitation, costs of any litigation if such settlement is effected with the prior written consent of the Companypreparation and reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of (i) an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the such Registration Statement at the time of effectiveness and at or Prospectus or in any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsamendment or supplement thereto or in any preliminary prospectus, or arise arising out of or are based upon the any omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing to the Company by or on behalf of such Holder expressly for use therein; provided, in light however, that the Company shall not be liable to any such Holder to the extent that any such Losses arise out of the circumstances under which they were made, not misleading; or (ii) are based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein made in any preliminary prospectus if (i) having previously been furnished by or necessary to make the statements therein, in light on behalf of the circumstances under Company with copies of the Prospectus, such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Shares by such Holder to the person asserting the claim from which they were made, not misleading, such Losses arise and shall reimburse (ii) the Prospectus would have corrected in all material respects such Underwriter Indemnified Party for any legal untrue statement or other expenses reasonably incurred by it in connection with evaluating, investigating alleged untrue statement or defending against such loss, claim, damage, liability omission or actionalleged omission; providedand provided further, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises Losses arise out of or is are based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or alleged omission in the Prospectus, if (x) such untrue statement or any such alleged untrue statement, omission or alleged omission is corrected in all material respects in an amendment or supplement theretoto the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or any Issuer Free Writing Prospectus supplemented, prior to or in any other materials used in connection concurrently with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partysale of Registrable Shares.

Indemnification by the Company. The In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the UnderwritersInvestor, their respective affiliates and each all of their respective its officers, directors, officers, memberspartners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person, if any, person who controls such Underwriters the Investor within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyInvestor Indemnitees”) from and against any lossesand all actions, causes of action, suits, claims, damages losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or liabilities (including in settlement any of any litigation if such settlement is effected with the prior written consent of the Company) them as a result of, or arising out of of, or relating to (ia) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement for the information deemed to be a part registration of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, Shares as originally filed or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement theretothereof, or in any other materials used related prospectus, or in connection with the Offeringany amendment thereof 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 under which they were made, therein not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (d) any cause of action, suit or claim brought or made against such Investor Indemnitee not arising out of any action or inaction of an Investor Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Investor Indemnitees. The indemnification obligations under this Section 7(a) are not exclusive To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and will be in addition to any liabilitysatisfaction of each of the Indemnified Liabilities, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyis permissible under applicable law.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify agrees to indemnify, defend and hold harmless the Underwriters, their respective affiliates Placement Agent and each of their respective directors, officers, members, employees and agents and each person, if any, any person who controls such Underwriters the Placement Agent within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any lossesloss, claimsexpense, damages liability, damage or liabilities claim (including in settlement the reasonable cost of investigation) which, jointly or severally, the Placement Agent or any litigation if controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such settlement is effected with the prior written consent of the Company) arising loss, expense, liability, damage or claim arises out of or is based upon (i1) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereof), including any Issuer Free Writing Prospectus that the information Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to be a part include the Prospectus as of its date and as amended or supplemented by the Registration Statement at the time of effectiveness and at Company), (2) any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact in each such case, to the extent contained in and in conformity with information furnished in writing from the Prospectus, Placement Agent to the Company expressly for use therein. The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against the Placement Agent or any amendment controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action, and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or supplement theretodelay to so notify the Company, as the case may be, will not relieve the Company of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any other materials used such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company, as the case may be, in connection with the Offeringdefense of such action, or arise out the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are based upon different from or additional to those available to the omission Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinparties), in light any of which events such fees and expenses shall be borne by the circumstances under which they were made, not misleading, Company and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably paid as incurred by (it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; providedbeing understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such case jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the extent that contrary notwithstanding, the Company shall not be liable for any settlement of any such loss, claim, damage, expense claim or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyaction effected without its consent.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability or action; as such fees and expenses are incurred. provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the UnderwritersInvestor, their respective affiliates and each all of their respective its officers, directors, officers, memberspartners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person, if any, person who controls such Underwriters the Investor within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyInvestor Indemnitees”) from and against any lossesand all actions, causes of action, suits, claims, damages losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or liabilities (including in settlement any of any litigation if such settlement is effected with the prior written consent of the Company) them as a result of, or arising out of of, or relating to (ia) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement for the information deemed to be a part registration of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, Shares as originally filed or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement theretothereof, or in any other materials used related prospectus, or in connection with the Offeringany amendment thereof 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 under which they were made, therein not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any cause of action, suit or claim brought or made against such Investor Indemnitee not arising out of any action or inaction of an Investor Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Investor Indemnitees. The indemnification obligations under this Section 7(a) are not exclusive To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and will be in addition to any liabilitysatisfaction of each of the Indemnified Liabilities, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyis permissible under applicable law.

Indemnification by the Company. The Company shall agrees, jointly and severally, to indemnify and hold harmless CF&Co, the Underwriters, their respective affiliates and each of their respective directors, officers, memberspartners, employees and agents of CF&Co and each personCF&Co Affiliate, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any and all losses, claims, liabilities, expenses and damages or liabilities (including in settlement the reasonable costs of investigation), as and when incurred, to which CF&Co, or any litigation if such settlement is effected with other indemnified party, may become subject under the prior written consent of Securities Act, the Company) arising Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement or the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act RegulationsProspectus, or arise out of in any issuer free writing prospectus (as defined in Rule 433), or are based upon (ii) the omission from the Registration Statement, or alleged omission to state therein, in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, it not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company this indemnity agreement shall not be liable in any such case apply to the extent that any such loss, claim, damageliability, expense or liability damage arises out from the sale of the Placement Shares by CF&Co pursuant to this Agreement and is caused directly or is based upon indirectly by an untrue statement inor omission, or omission from any preliminary prospectusalleged untrue statement or omission, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon on and in conformity with information relating to CF&Co that has been furnished in writing to the Underwriter InformationCompany by CF&Co expressly for inclusion in any document described in clause (a)(i) above. The indemnification obligations under this Section 7(a) are not exclusive and This indemnity agreement will be in addition to any liability, which liability that the Underwriters Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Company. The Company shall shall, without limitation as to time, indemnify and hold harmless harmless, to the Underwritersfullest extent permitted by law, their respective affiliates and each of their respective directorsHolder, the partners, officers, membersdirectors, agents, trustees and employees and agents and of each personof them, if any, each Person who controls each such Underwriters Holder (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively Act) and the “Underwriter Indemnified Parties,” partners, officers, directors, agents, trustees and employees of each a “Underwriter Indemnified Party”) such controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages damages, liabilities, judgment, costs and expenses, or liabilities any action or proceeding in respect thereof (including any legal or other expenses reasonably incurred by them in settlement of connection with investigating or defending any litigation if such settlement loss, claim, damage, liability or action, whether or not the indemnified party is effected with the prior written consent of the Companya party to any proceeding) (collectively, “Losses”), as incurred, arising out of or based upon (iw) an untrue statement any untrue, or alleged untrue allegedly untrue, statement of a material fact contained in the any Disclosure Package, any Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act RegulationsProspectus, or arise out of in any amendment or are based upon the supplement thereto, or (x) any omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or necessary to make the statements therein, in light of therein not misleading under the circumstances under in which they were made, not misleading; except insofar as the same are based upon and consistent with information furnished in writing to the Company by or (ii) an untrue statement or alleged untrue statement on behalf of a material fact contained such Holder expressly for use in the such Disclosure Package, Registration Statement, Prospectus, or in any amendment or supplement thereto. The Company shall also provide customary indemnities to any underwriters of, or other broker-dealers participating in any the distribution of, the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters or other materials used in connection with broker-dealers (within the Offering, or arise out meaning 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 Section 15 of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case Securities Act) to the same extent that any such loss, claim, damage, expense or liability arises out as provided above with respect to the indemnification of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyHolders of Registrable Securities.

Indemnification by the Company. The Company shall will indemnify and hold harmless the UnderwritersInvestor Parties, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any lossesLosses to which they may become subject under the 1933 Act or otherwise, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of of, relating to or based upon: (i) an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement, any preliminary Prospectus, final Prospectus or other document, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act RegulationsBlue Sky Application (as defined below), or arise out of any amendment or are based upon the supplement thereof or any omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or, in the case of the Registration Statement, necessary to make the statements therein not misleading or, in the case of any preliminary Prospectus, final Prospectus or other document, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Investor Shares under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) any violation or alleged violation by the Company or its agents of the 1933 Act, the 1934 Act or any similar federal or state law or any rule or regulation promulgated thereunder applicable to the Company or its agents and shall relating to any action or inaction required of the Company in connection with the registration or the offer or sale of the Investor Shares pursuant to any Registration Statement; or (iv) any failure to register or qualify the Investor Shares included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on the Investor’s behalf and will reimburse such Underwriter the Investor Indemnified Party Parties for any legal or other expenses reasonably incurred by it them in connection with evaluatinginvestigating, investigating preparing or defending against any such loss, claim, damage, liability or actionLosses; provided, however, that the Company shall will not be liable in any such case if and to the extent extent, but only to the extent, that any such loss, claim, damage, expense or liability arises Losses arise out of or is are based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission so made in conformity with information furnished by the Investor or any preliminary prospectus, any such controlling Person in writing specifically for use in such Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the UnderwritersUnderwriter and the Selling Stockholder, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters the Underwriter or the Selling Stockholder within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any and all losses, claims, damages or and liabilities (including including, without limitation, legal fees and other expenses incurred in settlement of connection with any litigation if suit, action or proceeding or any claim asserted, as such settlement is effected with the prior written consent of the Company) arising fees and expenses are incurred), joint or several, that arise out of of, or are based upon, (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at or caused by any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse in each case except insofar as such Underwriter Indemnified Party for losses, claims, damages or liabilities arise out of, or are based upon, any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, alleged untrue statement or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering omission made in reliance upon and in conformity with any information relating to the Underwriter Information. The indemnification obligations under this Section 7(afurnished to the Company in writing by the Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in subsection (c) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partybelow.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any the preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall will indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates and each of their respective its partners, members, directors, officers, membersemployees, employees and agents agents, affiliates and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the each, an “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and ), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement of any litigation if such settlement is effected with the prior written consent of the Companyrespect thereof) arising arise out of (i) an or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the information deemed to be a any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the time of effectiveness and at Final Prospectus or any subsequent time pursuant to Rules 430A and 430B of the Securities Act RegulationsIssuer Free Writing Prospectus, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall will reimburse such Underwriter each Indemnified Party for any legal or other expenses reasonably incurred by it such Indemnified Party in connection with evaluating, investigating or defending against such any loss, claim, damage, liability liability, action, litigation, investigation or actionproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement in, or alleged untrue statement in or omission or alleged omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any of such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter Information. The indemnification obligations under this Section 7(athrough the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partybelow.

Indemnification by the Company. The Subject to the limitations set forth in this Agreement, the Company shall agrees to indemnify each Investor and its Affiliates and Representatives (collectively, “Investor Related Parties”) from, and hold harmless the Underwriters, their respective affiliates and each of their respective directorsthem harmless against, officers, members, employees any and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any all losses, claimsactions, damages or liabilities suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in settlement connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, Taxes, damages, or expenses of any litigation if kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such settlement is effected with the prior written consent matter that may be incurred by them or asserted against or involve any of the Company) them, whether or not involving a third party claim, as a result of, arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement theretoof, or in any other materials used in connection with way related to the Offering, or arise out breach 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 any of the circumstances under which they were maderepresentations, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal warranties or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actioncovenants of the Company contained herein; provided, howeverthat any such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty (it being understood that (x) for purposes of determining when an indemnification claim has been made, that the date upon which an Investor Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Company shall not be liable in any constitute the date upon which such case claim has been made and (y) the aggregate liability of the Company (i) to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under each Investor pursuant to this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and 6.1 shall not limit any rights exceed the amount of such Investor’s respective Funding Obligation (as defined in the Preferred Purchase Agreement) and (ii) to all Investors pursuant to this Section 6.1 shall not exceed the Total Funding Obligation (as defined in the Preferred Purchase Agreement)); provided, further, that no Investor Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partypunitive damages.

Indemnification by the Company. The Company shall will indemnify and hold harmless the UnderwritersInvestor Parties, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any lossesLosses to which they may become subject under the 1933 Act or otherwise, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of of, relating to or based upon: (i) an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement, any preliminary Prospectus, final Prospectus or other document, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act RegulationsBlue Sky Application (as defined below), or arise out of any amendment or are based upon the supplement thereof or any omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or, in the case of the Registration Statement, necessary to make the statements therein not misleading or, in the case of any preliminary Prospectus, final Prospectus or other document, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading; (ii) any Blue Sky Application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Investor Shares under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) any violation or alleged violation by the Company or its agents of the 1933 Act, the 1934 Act or any similar federal or state law or any rule or regulation promulgated thereunder applicable to the Company or its agents and shall relating to any action or inaction required of the Company in connection with the registration or the offer or sale of the Investor Shares pursuant to any Registration Statement; or (iv) any failure to register or qualify the Investor Shares included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on the Investor’s behalf and will reimburse such Underwriter Indemnified Party the Investor Parties for any legal or other expenses reasonably incurred by it them in connection with evaluatinginvestigating, investigating preparing or defending against any such loss, claim, damage, liability or actionLosses; provided, however, that the Company shall will not be liable in any such case if and to the extent extent, but only to the extent, that any such loss, claim, damage, expense or liability arises Losses arise out of or is are based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission so made in conformity with information furnished by the Investor or any preliminary prospectus, any such controlling Person in writing specifically for use in such Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Advance Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Underwriters, their respective affiliates Investor and each of their respective officers, directors, officersmanagers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person, if any, person who controls such Underwriters the Investor within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyInvestor Indemnitees”) from and against any lossesand all actions, causes of action, suits, claims, damages losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or liabilities (including in settlement any of any litigation if such settlement is effected with the prior written consent of the Company) them as a result of, or arising out of of, or relating to (ia) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement for the information deemed to be a part registration of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, Advance Shares as originally filed or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement theretothereof, or in any other materials used related prospectus, or in connection with the Offeringany amendment thereof 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 under which they were made, therein not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. The indemnification obligations To the extent that the foregoing undertaking by the Company may be unenforceable under this Section 7(a) are not exclusive Applicable Law, the Company shall make the maximum contribution to the payment and will be in addition to any liabilitysatisfaction of each of the Indemnified Liabilities, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyis permissible under Applicable Law.

Indemnification by the Company. The Company shall indemnify agrees to indemnify, defend and hold harmless the Underwriters, their respective affiliates Placement Agent and each of their respective directors, officers, members, employees and agents and each person, if any, any person who controls such Underwriters the Placement Agent within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any lossesloss, claimsexpense, damages liability, damage or liabilities claim (including in settlement the reasonable cost of investigation) which, jointly or severally, the Placement Agent or any litigation if controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such settlement is effected with the prior written consent of the Company) arising loss, expense, liability, damage or claim arises out of or is based upon (i1) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereof), including any Issuer Free Writing Prospectus that the information Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to be a part include the Prospectus as of its date and as amended or supplemented by the Registration Statement at the time of effectiveness and at Company), (2) any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, in each such case, to the extent contained in and in conformity with information furnished in writing the Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall reimburse be in addition to any liability which the Company may otherwise have. If any action is brought against the Placement Agent or any person who controls the Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by action, and the Company, as the case may be, shall if it in connection with evaluatingso elects, investigating or defending against assume the defense of such lossaction, claim, damage, liability or actionincluding the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company of any obligation hereunder, except to the extent that the Company’s ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company, as the case may be, in connection with the defense of such action, or the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case neither the Company shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that neither the Company shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable in for any settlement of any such case to the extent that any such loss, claim, damage, expense claim or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyaction effected without its consent.

Indemnification by the Company. The Company shall indemnify agrees to indemnify, defend and hold harmless the Underwriters, their respective affiliates Placement Agent and each of their respective directors, officers, members, employees and agents and each person, if any, any person who controls such Underwriters the Placement Agent within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any lossesloss, claimsexpense, damages liability, damage or liabilities claim (including in settlement the reasonable cost of investigation) which, jointly or severally, the Placement Agent or any litigation if controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such settlement is effected with the prior written consent of the Company) arising loss, expense, liability, damage or claim arises out of or is based upon (i1) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereof), including any Issuer Free Writing Prospectus that the information Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to be a part include the Prospectus as of its date and as amended or supplemented by the Registration Statement at the time of effectiveness and at Company), (2) any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading; or in each such case, made in reliance upon and in conformity with information relating to the Placement Agent and furnished in writing by the Placement Agent to the Company expressly stating that such information is intended for inclusion in any document described in clause (iia)(1) an untrue statement or alleged untrue statement of a material fact contained above. The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Prospectus, Company may otherwise have. If any action is brought against the Placement Agent or any amendment controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action (enclosing a copy of all papers served), and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or supplement theretodelay to so notify the Company, as the case may be, will not relieve the Company of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any other materials used such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company, as the case may be, in connection with the Offeringdefense of such action, or arise out the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are based upon different from or additional to those available to the omission Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinparties), in light any of which events such fees and expenses shall be borne by the circumstances under which they were made, not misleading, Company and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably paid as incurred by (it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; providedbeing understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such case jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the extent that contrary notwithstanding, the Company shall not be liable for any settlement of any such loss, claim, damage, expense claim or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyaction effected without its consent.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based upon: (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or in is required to file pursuant to Rule 433(d) of the Rules and Regulations, any other materials used in connection with the Offeringroadshow materials, or arise out of or are based upon any Testing-the-Waters Communication, (ii) 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 under which they were made, therein not misleading, or (iii) any investigation or proceeding by any governmental authority, commenced or threatened (whether or not any Underwriter is a target of or party to such investigation or proceeding), and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The Subject to the conditions set forth below and those included in the Articles and Bylaws, the Company shall agrees to indemnify and hold harmless the Underwritersyou, their respective affiliates and each of their respective directorsSelected Dealer, officers, members, employees and agents each Selected Investment Advisor and each person, if any, who controls you, any such Underwriters Selected Dealer or Selected Investment Advisor within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any lossesand all loss, claimsliability, damages or liabilities claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in settlement of investigating, preparing for, defending against or settling any litigation if such settlement is effected with the prior written consent of the Companylitigation, commenced or threatened, or any claim whatsoever) arising out of or based upon: (i1) an any untrue statement or alleged untrue statement of a material fact contained (i) in the Registration Statement, including Statement or the information deemed Prospectus (as from time to be a part of time amended or supplemented) or any related preliminary prospectus; or (ii) in any application or other document (in this Section 8 collectively called "application") executed by the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, Company or arise out of or are based upon information furnished by the Company and filed in any jurisdiction in order to qualify the Shares under the securities laws thereof; or (2) the omission from the Registration Statement, or alleged omission to state therein, therefrom of 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; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, made not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in unless any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering was made in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by you expressly for use in the Registration Statement or related preliminary prospectus or Prospectus or any amendment or supplement thereof or in any of such applications or in any such sales as the case may be. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liabilityNotwithstanding the foregoing, which the Underwriters might otherwise have and Company shall not limit indemnify the Sales Agent for any rights losses, liabilities or remedies expenses arising from or out of an alleged violation of federal or state securities laws unless: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities regulatory authority in which may otherwise be available at law securities of the Company were offered or in equity sold as to each Underwriter Indemnified Partyindemnification for violations of Securities laws.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising directly arise out of (i) or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A or 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offeringissuer free writing prospectus, or any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or directly 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 (other than in the case of the Registration Statement) the circumstances under which they were are made, not misleading, and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or in is required to file pursuant to Rule 433(d) of the Rules and Regulations, any other materials used in connection with the OfferingWritten Testing-the-Waters Communication, or any road show as defined in Rule 433(h) under the Act (a “road show”), or (ii) 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 under which they were made, therein not misleading, and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless each Holder of Registrable Shares, the UnderwritersAffiliates, their respective affiliates and each of their respective directors, officers, employees, members, employees managers and agents of each such Holder and each person, if any, Person who controls Controls any such Underwriters Holder within the meaning of Section 15 of either the Securities Act of or Section 20 of the Exchange Act (collectively Act, to the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) fullest extent permitted by applicable Law, from and against any and all losses, claims, damages damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including or actions in settlement of any litigation if such settlement is effected with the prior written consent of the Companyrespect thereof) arising arise out of or are based upon (iA) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at as originally filed or in any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsamendment thereof, or arise out of the Disclosure Package, or are based upon the omission from the any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or in any other materials used in connection with the Offering, 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 therein not misleading or (B) any violation or alleged violation by the Company of the circumstances Securities Act, the Exchange Act, any applicable state or foreign securities law, or any rule or regulation promulgated under which they were madeof the foregoing laws, not misleadingrelating to the offer or sale of the Registrable Shares, and shall in any such case, the Company agrees to reimburse each such Underwriter Indemnified Party indemnified party, as incurred, for any legal or other expenses reasonably incurred by it them in connection with evaluatinginvestigating, investigating preparing or defending against any such loss, claim, damage, liability liability, action or actioninvestigation (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company shall will not be liable in any such case to a Holder to the extent that any such loss, claim, damage, liability or expense or liability (1) arises out of or is based upon an any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information relating to such Holder furnished to the Underwriter InformationCompany by or on behalf of any such Holder specifically for inclusion therein or (2) is caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus (in each case including any amendments or supplements to thereto) if such documents are required to be delivered under applicable Law. The indemnification obligations under this Section 7(a) are not exclusive and This indemnity agreement will be in addition to any liability, liability which the Underwriters might otherwise have and shall not limit any rights or remedies which Company may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Company. The Company shall agrees, jointly and severally, to indemnify and hold harmless CF&Co, the Underwriters, their respective affiliates and each of their respective directors, officers, memberspartners, employees and agents of CF&Co and each person, if any, who (i) controls such Underwriters CF&Co within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act Act, or (collectively the “Underwriter Indemnified Parties,” and each ii) is controlled by or is under common control with CF&Co (a “Underwriter Indemnified PartyCF&Co Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages or liabilities (including in settlement the reasonable costs of investigation), as and when incurred, to which CF&Co, or any litigation if such settlement is effected with person, may become subject under the prior written consent of Securities Act, the Company) arising Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement or the information deemed Prospectus or any amendment or supplement to be a part of the Registration Statement at or the time of effectiveness and at Prospectus, or in any subsequent time pursuant to Rules 430A and 430B of issuer free writing prospectus (as defined in Rule 433 under the Securities Act RegulationsAct), or arise out of or are based upon (ii) the omission from the Registration Statement, or alleged omission to state therein, in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, it not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company this indemnity agreement shall not be liable in any such case apply to the extent that any such loss, claim, damageliability, expense or liability damage arises out from the sale of the Placement Shares pursuant to this Agreement and is caused directly or is based upon indirectly by an untrue statement inor omission, or omission from any preliminary prospectusalleged untrue statement or omission, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon on and in conformity with information relating to CF&Co and furnished in writing to the Underwriter InformationCompany by CF&Co expressly for inclusion in any document described in clause (a)(i) above. The indemnification obligations under this Section 7(a) are not exclusive and This indemnity agreement will be in addition to any liability, which liability that the Underwriters Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the each an “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) ), from and against any losses, claims, damages or liabilities liabilities, joint or several, to which the Indemnified Party may become subject, under the Act or otherwise (including in settlement of any litigation litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising directly arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, (ii) any issuer information that the Company has filed or in any other materials used in connection with is required to file pursuant to Rule 433(d) of the OfferingRules and Regulations, or arise out of or are based upon (iii) 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 (other than in the case of the Registration Statement) the circumstances under which they were are made, not misleading, or (iv) any breach by the Company of any of its representations, warranties and shall agreements contained in this Agreement; and will reimburse such Underwriter each Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectusor alleged omission made in the Registration Statement, any Registration Statement or Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any such amendment or supplement theretosupplement, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(f).

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates and each of their respective affiliates, directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters any Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which an Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or any road show as defined in any other materials used in connection with Rule 433(h) under the OfferingAct (a “road show”), or (ii) 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 under which they were made, therein not misleading, and shall will reimburse such any Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with information furnished to the Company by or on behalf of an Underwriter, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by or on behalf of an Underwriter Information. The indemnification obligations under this consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriterseach Underwriter, their its respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a8(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their its respective affiliates and each of their its respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Underwriters Indemnified Parties,” and each a “Underwriter Underwriters Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Underwriters Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Underwriters Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Underwriters Indemnified Party.

Indemnification by the Company. The Company shall will indemnify and hold harmless each Holder of Option Shares which are included in a registration statement pursuant to the Underwritersprovisions of Section 5 hereof and any underwriter (as defined in the Securities Act) for such Holder, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, any person who controls such Underwriters Holder within the meaning of either Section 15 of the Securities Act of or Section 20 of the Exchange Act or such underwriter within the meaning of the Securities Act, and any officer, director, investment adviser, employee, agent, partner, member or affiliate of such Holder (collectively the “Underwriter Indemnified Parties,” and each each, a “Underwriter Holder Indemnified Party”) ), from and against against, and will reimburse each such Holder Indemnified Party with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs and reasonably incurred expenses to which such Holder or any such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such claims, damages actions, demands, losses, damages, liabilities, costs or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising reasonably incurred expenses arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statementsuch registration statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated prospectus contained therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, therein not misleading, and shall reimburse such Underwriter Indemnified Party for or (ii) any legal materially inaccurate representation or other expenses reasonably incurred by it in connection with evaluatingbreach of any material warranty, investigating agreement or defending against such loss, claim, damage, liability or actioncovenant of the Company contained herein; provided, however, that the Company shall will not be liable in any such case to the extent that any such claim, action, demand, loss, claim, damage, liability, cost or expense or liability arises out of or is based upon caused by an untrue statement inor alleged untrue statement or omission or alleged omission (1) made in conformity with information furnished by such Holder in writing specifically for use in the preparation thereof, or omission from any preliminary prospectus, any Registration Statement (2) which was cured in an amendment or supplement to the Prospectus, prospectus (or any such amendment or supplement thereto, ) delivered to the Holder on a timely basis to permit proper delivery thereof prior to the date on which any Option Shares were transferred or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partysold.

Indemnification by the Company. The Company shall indemnify and hold harmless the UnderwritersUnderwriter, their respective its affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement of any litigation if respect thereof), to which such settlement is effected with Underwriter Indemnified Party may become subject, under the prior written consent of the Company) arising Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (iA) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany preliminary prospectus, including the information deemed any Issuer Free Writing Prospectus, any “issuer information” filed or required to be a part of the Registration Statement at the time of effectiveness and at any subsequent time filed pursuant to Rules 430A and 430B Rule 433(d) of the Securities Act Regulations, any Registration Statement or arise out of the Prospectus, or are based upon in any amendment or supplement thereto, (B) the omission from the Registration Statement, or alleged omission to state thereinin any preliminary prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, any Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading or (C) any breach of the circumstances under which they were maderepresentations and warranties of the Company contained herein or failure of the Company to perform its obligations hereunder or pursuant to any law, not misleading; any act or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectusfailure to act, or any amendment alleged act or supplement theretofailure to act, by the Underwriter in connection with, or relating in any other materials used in connection with manner to, this Agreement, the Shares or the Offering, and which is included as part of or arise referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or are based upon matters covered by subclause (A), (B) or (C) above of this Section 7(a) (provided that the omission or alleged omission Company shall not be liable in the case of any matter covered by this subclause (C) to state therein the extent that it is determined in a material fact required to be stated therein or necessary to make the statements therein, in light final judgment by a court of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through their gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Company through the Underwriter expressly for use therein, which information the parties hereto agree is limited to the Underwriter’s Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless harmless, to the Underwritersfull extent permitted by law, their respective affiliates and each of their respective directorsselling Holder, its officers, membersdirectors, employees and agents representatives and each person, if any, Person who controls such Underwriters (within the meaning of Section 15 the Securities Act) such selling Holder, and in the case of the Securities Act Apollo Holder, its officers, managers, employees, representatives, Affiliates, the Apollo Group and any portfolio companies of or Section 20 any members of the Exchange Act (collectively Apollo Group, and in the “Underwriter Indemnified Parties,” case of VoteCo, its officers, managers, employees, and each a “Underwriter Indemnified Party”) from and representatives, against any losses, claims, damages or damages, liabilities (including in settlement of and expenses caused by any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, prospectus or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, preliminary prospectus or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, therein not misleading, and shall reimburse except insofar as the same may be caused by or contained in any information furnished in writing to the Company by such Underwriter Indemnified Party selling Holder for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionuse therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense or liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission made in any such preliminary prospectus if (A) such selling Holder failed to deliver or cause to be delivered a copy of the prospectus to the Person asserting such loss, claim, damage, liability or expense after the Company has furnished such selling Holder with a sufficient number of copies of the same and (B) the prospectus completely corrected in a timely manner such untrue statement or omission; and provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the prospectus, any Registration Statement if such untrue statement or the Prospectusalleged untrue statement, omission or any such alleged omission is completely corrected in an amendment or supplement thereto, to the prospectus and the selling Holder thereafter fails to deliver such prospectus as so amended or any Issuer Free Writing Prospectus supplemented prior to or in any other materials used in connection concurrently with the Offering made in reliance upon and in conformity sale of the securities to the Person asserting such loss, claim, damage, liability or expense after the Company had furnished such selling Holder with a sufficient number of copies of the Underwriter Informationsame. 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) to the same extent as provided above with respect to the indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liabilityof the selling Holder, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyif requested.

Indemnification by the Company. The Company shall agrees to indemnify ------------------------------ and hold harmless the Underwriterseach Holder of Registrable Securities, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, Person who controls such Underwriters Holder (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act Act) (collectively the “Underwriter Indemnified Parties,” a "controlling person"), and each a “Underwriter Indemnified Party”officer, director, employee and agent of such Holder and each controlling person and each underwriter or selling agent (the "indemnified parties") from and against any all losses, claims, damages or damages, liabilities (including in settlement of and expenses caused by any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, Prospectus or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, preliminary prospectus or any amendment or supplement thereto, thereto or in any other materials used in connection with the Offering, 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 under which they were made, therein not misleading, except insofar as (i) the Company has demonstrated that the same are caused by or contained in any information furnished to the Company by such Holder, expressly for use therein, or (ii) the Company has advised such Holders' Representative in writing of a Section 4.3(iv) event and shall reimburse the Holder has sold Registrable Securities notwithstanding receipt of such Underwriter Indemnified Party for any legal notice prior to receipt of a supplement or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionamended Prospectus pursuant to Section 4.9 herein; provided, however, that the -------- ------- Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense or liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission made in any preliminary prospectusprospectus if (i) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities and (ii) the Prospectus would have corrected such untrue statement or omission; provided, further, that the Company shall not be -------- ------- liable in any Registration Statement such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or any such alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement theretoto the Prospectus and if, having previously been furnished by or any Issuer Free Writing on behalf of the Company with copies of the Prospectus as so amended or in any other materials used in connection supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, prior to or concurrently with the Offering made in reliance upon and in conformity with sale of a Registrable Security to the Underwriter InformationPerson asserting such loss, claim, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such Holder. The indemnification obligations under this Section 7(a) are not exclusive indemnity provided herein shall remain in full force and will be in addition to effect regardless of any liability, which the Underwriters might otherwise have investigation made by or on behalf of an indemnified party and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partysurvive the transfer of Registrable Securities by the Selling Holder.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a9(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall shall, without limitation as to time, indemnify and hold harmless harmless, to the Underwritersfull extent permitted by law, their respective affiliates each holder of Registrable Securities, the officers, directors, agents and employees of each of their respective directorsthem, officers, members, employees and agents and each person, if any, Person who controls each such Underwriters holder (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act Act), the officers, directors, agents and employees of each such controlling person and any financial or investment adviser (collectively the each, an “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) ), to the fullest extent lawful, from and against any and all losses, claims, damages damages, liabilities, actions or liabilities proceedings (whether commenced or threatened) reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys’ fees) and reasonable expenses (including in settlement reasonable expenses of any litigation if such settlement is effected with the prior written consent of the Companyinvestigation) (collectively, “Losses”), as incurred, arising out of or based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, including the information deemed to be a part prospectus or form of the Registration Statement at the time of effectiveness and at prospectus or in any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsamendment or supplements thereto or in any preliminary prospectus, or arise arising out of or are based upon the any omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of except to the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in extent that the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or same arise out of or are based upon information furnished in writing to the omission Company by such Indemnified Party or alleged omission to state therein a material fact required to be stated the related holder of Registrable Securities expressly for use therein or necessary (ii) any violation by the Company of any federal, state or common law rule or regulation applicable to make the statements therein, in light Company and relating to action required of or inaction by the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it Company in connection with evaluating, investigating or defending against any such loss, claim, damage, liability or actionregistration; provided, however, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such case underwriters within the meaning of the Securities Act to the extent that any such loss, claim, damage, expense or liability arises Losses arise out of or is are based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission made in any preliminary prospectusprospectus if (i) such Person failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, any Registration Statement (ii) the prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, and (iii) the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection Company has complied with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification its obligations under this Section 7(a) are not exclusive 5.4(c). Each indemnity and will be reimbursement of costs and expenses shall remain in addition to full force and effect regardless of any liability, which the Underwriters might otherwise have and shall not limit any rights investigation made by or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyon behalf of such indemnified party.

Indemnification by the Company. The Company shall indemnify indemnify, defend and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, (iii) in whole or in part, any material inaccuracy in the representations and warranties of the Company contained herein; or (iv) in whole or in part, any material failure of the Company to perform its obligations hereunder or under law, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement Statement, the Pricing Prospectus, or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The In connection with any Demand Registration and/or Piggy-Back Registration that includes Registrable Securities, the Company shall indemnify and hold harmless the Underwriters, their respective affiliates Holder and its Affiliates and each of their respective directors, officers, members, employees and agents and each personunderwriters, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any lossesloss (excluding loss of profits), claimsliability, damages or liabilities claim, damage and expense whatsoever (including reasonable legal fees and expenses), including any amounts paid in settlement of any litigation if such settlement is effected with the prior written consent of the Company) investigation, order, litigation, proceeding or claim, joint or several, as incurred, arising out of (i) an or based on any untrue statement or omission of a material fact, or alleged untrue statement or omission of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, Prospectus or arise out of or are based upon the omission from the Registration Statement, or any amendment or supplement thereto, including all documents incorporated therein by reference, or any omission or alleged omission to state therein, therefrom of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading or as incurred, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise arising out of or are based upon any failure by the omission Company to comply with applicable securities Laws or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionSecurities Act; provided, however, that the Company shall not be liable under this Section 3.2 of this Schedule 3 for any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld or delayed; provided, further, that the indemnity provided for in this Section 3.2 of this Schedule 3, in respect of the Holder, shall not apply to any such case loss, liability, claim, damage or expense to the extent that any such loss, claim, damage, expense or liability arises arising out of or is based upon an any untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, alleged untrue statement or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering omission made in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of the Holder or underwriter for use in the Prospectus or the Registration Statement. The indemnification obligations under Any amounts advanced by the Company to an Indemnified Party pursuant to this Section 7(a) are 3.2 of this Schedule 3 as a result of such losses shall be returned to the Company if it is finally determined by a court in a judgment not exclusive and will be in addition subject to any liability, which appeal or final review that such Indemnified Party was not entitled to indemnification by the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyCompany.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a and, each, an “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or preparing to defend or defending against or appearing as third party witness in sconnection with any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless each Holder, the Underwritersbeneficial owners, their respective affiliates officers and directors of each Holder, if any, each underwriter (as defined in the Securities Act) who participates in the offering of their respective directorssuch Registrable Securities, officers, members, employees and agents and each person, if any, who controls such Underwriters Holder or participating person within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act Act, as follows: (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”i) from and against any lossesand all loss, claimsliability, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) claim, damage and expense whatsoever, as incurred, arising out of (i) an any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Registrable Securities were registered under the Registration StatementSecurities Act, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsall documents incorporated therein by reference, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading or arising out of the circumstances under which they were made, not misleading; or (ii) an any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and shall reimburse expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such Underwriter Indemnified Party for untrue statement or omission, or any legal such alleged untrue statement or other expenses omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred by it in connection with evaluatinginvestigating, investigating preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such lossuntrue statement or omission, claimor any such alleged untrue statement or omission, damage, liability to the extent that any such expense is not paid under subparagraph (i) or action(ii) above; provided, however, that the Company shall indemnity provided pursuant to this Section 5(a) does not be liable in apply to any such case Holder with respect to any loss, liability, claim, damage or expense to the extent that any such loss, claim, damage, expense or liability arises arising out of or is based upon an (x) any untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, alleged untrue statement or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering omission made in reliance upon and in conformity with written information furnished to the Underwriter Information. The indemnification obligations under this Section 7(aCompany by such Holder expressly for use in a Registration Statement (or any amendment thereto) are not exclusive and will be in addition or any Prospectus (or any amendment or supplement thereto) or (y) such Holder's failure to any deliver an amended or supplemental Prospectus if such loss, liability, which the Underwriters might otherwise claim, damage or expense would not have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyarisen had such delivery occurred.

Indemnification by the Company. The Company shall will indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates and each of their respective its partners, members, directors, officers, membersemployees, employees and agents agents, affiliates and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the each, an “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and ), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement of any litigation if such settlement is effected with the prior written consent of the Companyrespect thereof) arising arise out of (i) an or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the information deemed to be a any part of the any Registration Statement at any time, any Statutory Prospectus as of any time, the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of Final Prospectus, an Issuer Free Writing Prospectus or the Securities Act Regulations, General Disclosure Package or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall will reimburse such Underwriter each Indemnified Party for any legal or other expenses reasonably incurred by it such Indemnified Party in connection with evaluating, investigating or defending against such any loss, claim, damage, liability liability, action, litigation, investigation or actionproceeding whatsoever (whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement inor alleged untrue statement, in or omission or alleged omission from any preliminary prospectusof such documents, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Company by any Underwriter Information. The indemnification obligations under this Section 7(athrough the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partybelow.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriters, their respective affiliates Purchaser and each of their respective its directors, officers, shareholders, members, partners, employees and agents agents, and each personPerson, if any, who controls such Underwriters any Purchaser (within the meaning of Section 15 of the Securities Act of or and Section 20 of the Exchange Act Act), and the directors, officers, shareholders, agents, members, partners, employees or agents of such controlling Person (collectively the “Underwriter Indemnified Parties,” and each each, a “Underwriter Purchaser Indemnified Party”) from and ), against any losses, claims, damages damages, liabilities or liabilities expenses, joint or several, to which such Purchaser Indemnified Party may become subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon in whole or in part on (i) any inaccuracy in the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light representations and warranties of the circumstances under which they were made, not misleading; Company contained in this Agreement or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 failure of the circumstances under which they were made, not misleadingCompany to perform its obligations hereunder, and shall will reimburse such Underwriter each Purchaser Indemnified Party for any legal or and other expenses reasonably incurred as such expenses are reasonably incurred by it such Purchaser Indemnified Party in connection with evaluatinginvestigating, investigating defending, settling, compromising or defending against paying such loss, claim, damage, liability liability, expense or action; 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 expense or liability arises out of or is based upon an untrue statement in(1) the failure of such Purchaser Indemnified Party to comply with the covenants and agreements contained in Section 5, Section 6 and Section 10.6 above respecting sale of the Shares, or omission from (2) the inaccuracy of any preliminary prospectus, any Registration Statement or the Prospectus, or any representations made by such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Purchaser Indemnified PartyParty herein.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or in any other materials used in connection with is required to file pursuant to Rule 433(d) of the OfferingRules and Regulations, or any Written Testing-the-Waters Communication prepared by the Company, or any road show as defined in Rule 433(h) under the Act (a “road show”), or (ii) 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 under which they were made, therein not misleading, and shall will reimburse such each Underwriter Indemnified Party for any out-of-pocket legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(f).

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless each Holder of Registrable Securities, the UnderwritersAffiliates, their respective affiliates and each of their respective directors, officers, employees, members, employees managers and agents of each such Holder and each person, if any, Person who controls any such Underwriters Holder within the meaning of Section 15 of either the Securities Act of or Section 20 of the Exchange Act (collectively Act, to the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) fullest extent permitted by applicable law, from and against any and all losses, claims, damages damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including or actions in settlement of any litigation if such settlement is effected with the prior written consent of the Companyrespect thereof) arising arise out of or are based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at as originally filed or in any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsamendment thereof, or arise out of the Disclosure Package, or are based upon the omission from the any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, or in any other materials used in connection with the Offering, 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 therein not misleading or (ii) any violation or alleged violation by the Company of the circumstances Securities Act, the Exchange Act, any other federal law, any state or foreign securities law, or any rule or regulation promulgated under which they were madeof the foregoing laws, not misleadingrelating to the offer or sale of the Registrable Securities, and shall in any such case, the Company agrees to reimburse each such Underwriter Indemnified Party indemnified party, as incurred, for any legal or other expenses reasonably incurred by it them in connection with evaluatinginvestigating, investigating preparing or defending against any such loss, claim, damage, liability liability, action or actioninvestigation (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company shall will not be liable in any such case to a Holder to the extent that any such loss, claim, damage, liability or expense or liability arises out of or is based upon an any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information relating to such Holder furnished to the Underwriter InformationCompany by or on behalf of any such Holder specifically for inclusion therein. The indemnification obligations under this Section 7(a) are not exclusive and This indemnity agreement will be in addition to any liability, liability which the Underwriters might otherwise have and shall not limit any rights or remedies which Company may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Company. The Company shall agrees to indemnify each of the Holders and hold harmless the Underwriters, their respective affiliates officers, directors, employees, agents, representatives and affiliates, and each of their respective directors, officers, members, employees and agents and each personperson or entity, if any, who that controls such Underwriters a Holder within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” Act, and each other person or entity, if any, subject to liability because of his, her or its connection with a Holder (each, an “Underwriter Indemnified PartyIndemnitee”) from and ), against any and all losses, claims, damages or liabilities damages, actions, liabilities, costs and expenses (including in settlement without limitation reasonable fees, expenses and disbursements of any litigation if such settlement is effected with the prior written consent of the Company) attorneys and other professionals), joint or several, arising out of (i) an or based upon any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with any Registration Statement or Prospectus, or upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at or any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to such Indemnitee or any person who participates as an underwriter in the offering or sale of Registrable Shares or 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 or liability arises out of or is based upon (i) an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any or alleged omission made in such Registration Statement or the Prospectus, or in any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests which was furnished to the Underwriter Information. The indemnification obligations under this Section 7(aCompany for use in connection with the Registration Statement or the Prospectus contained therein by such Indemnitee or (ii) are not exclusive and will be such Holder’s failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Holder by the Company at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in addition to any liabilitysuch final, which the Underwriters might otherwise have and shall not limit any rights amended or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partysupplemented prospectus.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the UnderwritersRockwell and Rockwell’s officers, their respective affiliates directors, employees, agents, representatives and Affiliates, and each of their respective directors, officers, members, employees and agents and each personPerson, if any, who that controls such Underwriters Rockwell within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” Act, and each a other Person, if any, subject to liability because of his, her or its connection with Rockwell (each, an “Underwriter Indemnified PartyIndemnitee”) from and ), against any and all out-of-pocket losses, claims, damages or liabilities damages, actions, liabilities, costs, and expenses (including in settlement without limitation reasonable fees, expenses and disbursements of any litigation if such settlement is effected with the prior written consent of the Companyattorneys and other professionals) arising out of or based upon (i) an untrue statement any violation (or alleged untrue statement of a material fact contained in violation) by the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B Company of the Securities Act, the Exchange Act Regulations, or arise out of state securities laws and relating to action or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact inaction required to be stated therein or necessary to make the statements therein, in light of the circumstances Company under which they were made, not misleading; the terms of this Agreement or in connection with any Registration Statement or Prospectus; (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Registration Statement or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the Prospectus; (iii) an omission to state or alleged omission to state therein in any Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) an omission to state or alleged omission to state in a Prospectus a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to such Indemnitee or any Person who participates as an underwriter or as a Representative of an underwriter in the offering or sale of Registrable Securities or any other Person who controls such underwriter within the meaning of the Securities Act, in any such case case, to the extent that any such loss, claim, damage, action, liability, cost or expense or liability (each, a “Loss”) arises out of or is based upon (a) an untrue statement in, or omission from any preliminary prospectus, any or alleged untrue statement or omission made in such Registration Statement or the Prospectus, or in any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests that was furnished in writing to the Underwriter InformationCompany expressly for use in connection with such Registration Statement or the Prospectus contained therein by such Indemnitee, (b) Rockwell’s failure to send or give a copy of the final, amended or supplemented prospectus furnished to Rockwell by the Company at or prior to the time such action is required by the Securities Act to the Person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final, amended or supplemented Prospectus, or (c) an untrue statement or alleged untrue statement contained in any offer made by Rockwell relating to the Registrable Securities that constitutes a Free Writing Prospectus prepared by or on behalf of Rockwell. The indemnification obligations under this Section 7(a) are not exclusive foregoing indemnity shall remain in full force and will be in addition to effect regardless of any liability, which the Underwriters might otherwise have investigation made by any Person and shall not limit any rights or remedies which may otherwise be available at law or in equity survive the sale of all securities registered pursuant to each Underwriter Indemnified PartySection 2.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the UnderwritersUnderwriter, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters the Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 and the respective officers, directors, partners, employees, and agents of the Exchange Act Underwriter and controlling person (collectively collectively, the “"Underwriter Indemnified Parties,” and each a “" and, each, an "Underwriter Indemnified Party”") from and against any losses, claims, damages damages, liabilities or liabilities expenses (including the reasonable cost of investigating and defending against any claims therefor and fees of one counsel incurred in settlement of connection therewith), joint or several, which may be based upon the Securities Act, the Exchange Act, or any litigation if such settlement is effected with other federal, state, local or foreign statute or regulation, or at common law, on the prior written consent of the Company) arising out of (i) an untrue statement ground or alleged ground that the Registration Statement or the Prospectus (as from time to time amended or supplemented) includes or allegedly includes an untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of omits or are based upon the omission from the Registration Statement, or alleged omission allegedly omits to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 order to make the statements therein, in light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in conformity with, written information furnished to the Company by the Underwriter, directly or through the Underwriter, specifically for use in the preparation thereof. The Company will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but, if the Company elects to assume the defense, such defense shall reimburse be conducted by counsel chosen by it. In the event the Company elects to assume the defense of any such suit and retain such counsel, any Underwriter Indemnified Parties may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel, or (ii) the parties to such suit include any such Underwriter Indemnified Party for any Parties, and the Company and such Underwriter Indemnified Parties have been advised by counsel to the Underwriter that one or more legal defenses may be available to it or other expenses reasonably incurred them which may not be available to the Company, in which case counsel selected by it the Underwriter Indemnified Parties shall participate in connection such suit with evaluatingrespect to those defenses, investigating or defending against such loss, claim, damage, liability or action; provided, however, provided that the Company shall not be required to bear the reasonable fees and expenses of more than one such counsel. The Company shall not be liable in to indemnify any person for any settlement of any such case to claim effected without the extent that any such loss, claim, damage, expense or liability arises out of or Company's consent. This indemnity agreement is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, liability which the Underwriters Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of (i) or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or in any other materials used in connection with issuer information that the OfferingCompany has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, 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 under which they were made, therein not misleading, and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred and documented by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; 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 (including any legal or other expense incurred in connection with the investigation or liability defense thereof) arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the UnderwritersInvestor, their respective affiliates and each all of their respective its officers, directors, officers, memberspartners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person, if any, person who controls such Underwriters the Investor within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyInvestor Indemnitees”) from and against any lossesand all actions, causes of action, suits, claims, damages losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or liabilities (including in settlement any of any litigation if such settlement is effected with the prior written consent of the Company) them as a result of, or arising out of of, or relating to (ia) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement for the information deemed to be a part registration of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, Shares as originally filed or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement theretothereof, or in any other materials used related prospectus, or in connection with the Offeringany amendment thereof 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 under which they were made, therein not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. The indemnification obligations To the extent that the foregoing undertaking by the Company may be unenforceable under this Section 7(a) are not exclusive Applicable Law, the Company shall make the maximum contribution to the payment and will be in addition to any liabilitysatisfaction of each of the Indemnified Liabilities, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyis permissible under Applicable Law.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Shareholder, their respective affiliates and each of their respective its partners, members, shareholders, directors, officers, membersemployees, employees and agents agents, trustees and each person, if any, Person who controls such Underwriters Shareholder (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”Act) from and against any and all losses, claims, damages damages, liabilities and expenses, or liabilities any action or proceeding in respect thereof (including any legal or other expenses reasonably incurred by them in settlement of connection with investigating or defending any litigation if such settlement loss, claim, damage, liability or action, whether or not the indemnified party is effected with the prior written consent of the Companya party to any proceeding) (each, a “Liability” and collectively, “Liabilities”), arising out of or based upon (i) an untrue statement any untrue, or alleged untrue allegedly untrue, statement of a material fact contained in the any Disclosure Package, any Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act RegulationsProspectus, or arise out of in any amendment or are based upon supplement thereto, and (ii) the omission from the Registration Statement, or alleged omission to state thereinin any Disclosure Package, a any Registration Statement, any Prospectus, or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein, in light of therein not misleading under the circumstances under in which they such statements were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be held liable in any such case to the extent that any such loss, claim, damage, expense or liability Liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectusor alleged omission contained in such Disclosure Package, any Registration Statement or the Statement, Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made thereto in reliance upon and in conformity with information concerning such Shareholder furnished in writing to the Underwriter InformationCompany by or on behalf of such Shareholder expressly for inclusion therein, including, without limitation, the information furnished to the Company pursuant to Section 2.5(a) and Section 2.5(c) hereof. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition Company shall also provide customary indemnities to any liabilityunderwriters of the Registrable Securities, which their officers, directors and employees and each Person who controls such underwriters (within the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available meaning of Section 15 of the Securities Act) at law or in equity least to each Underwriter Indemnified Partythe same extent as provided above with respect to the indemnification of the Shareholders of Registrable Securities.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Holder owning Registrable Securities registered pursuant to this Agreement, such Holder’s Affiliates, and their respective affiliates and each of their respective directors, officers, membersdirectors, employees and agents agents, and each personPerson, if any, who controls any such Underwriters Holder within the meaning of either Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each referred to for purposes of this Article VIII as a “Underwriter Indemnified PartyHolder”) ), from and against any and all losses, claims, damages or and liabilities (including without limitation, subject to Section 8.3, the reasonable legal fees and other reasonable out-of-pocket expenses incurred in settlement investigating, responding to or defending against any claim, challenge, litigation, investigation or proceeding, including without limitation, all costs of appearing as a witness in any litigation if such settlement is effected with the prior written consent of the Companyclaim, challenge, litigation, investigation or proceeding) arising out of (i) an caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the any Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of which any Registrable Securities were registered under the Securities Act RegulationsAct, Prospectus or arise out of preliminary prospectus or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto, or in caused by any other materials used in connection with the Offering, 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 necessary, in the statements thereincase of any Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and shall reimburse in conformity with information relating to any Holder furnished to the Company in writing by such Underwriter Indemnified Party Holder expressly for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionuse therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense or liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectusor alleged omission made in such Registration Statement, any Registration Statement or the Prospectus, amendment, supplement or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by 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. The indemnification obligations under this Section 7(a) are not exclusive Such indemnity shall remain in full force and will be in addition to effect regardless of any liability, which the Underwriters might otherwise have investigation made by or on behalf of any participating Holder or any such underwriter or controlling Person and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partysurvive the transfer of such securities by the Holder.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of (i) or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or in any other materials used in connection with issuer information that the OfferingCompany has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, 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 under which they were made, not misleading, and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; 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 any legal or other expense incurred in connection with the investigation or liability defense thereof) arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Designated Shareholder, their respective affiliates and each of their respective its partners, directors, officers, Affiliates, stockholders, members, employees employees, trustees, legal counsel and agents accountants and each person, if any, Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”Act) such Designated Shareholder from and against any and all losses, claims, damages damages, liabilities and expenses, or liabilities any action or proceeding in respect thereof (including in settlement reasonable costs of any litigation if such settlement is effected with the prior written consent of the Companyinvestigation and reasonable attorneys’ fees and expenses) (each, a “Liability” and collectively, “Liabilities”), arising out of or based upon (ia) an untrue statement any untrue, or alleged untrue allegedly untrue, statement of a material fact contained in the Registration StatementDisclosure Package, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto; (b) the omission or alleged omission to state thereinin the Disclosure Package, a the Registration Statement, the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading under the circumstances such statements were made and (c) any violation or alleged violation by the Company of the circumstances under which they were madeSecurities Act, not misleading; the Exchange Act or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectusany state securities law, or any amendment rule or supplement theretoregulation thereunder, or in any other materials used in connection with the Offering, or arise out performance 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 its obligations under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionthis Agreement; provided, however, that the Company shall not be held liable in any such case to the extent that any such loss, claim, damage, expense or liability Liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectusor alleged omission contained in such Disclosure Package, any Registration Statement or the Statement, Prospectus, Free Writing Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made thereto solely in reliance upon and in conformity with information concerning a Designated Shareholder furnished in writing to the Underwriter InformationCompany by or on behalf of any Designated Shareholder expressly for use therein, including, without limitation, the information furnished to the Company pursuant to Sections 4(b) and 5(b). The indemnification obligations under this Section 7(a) are not exclusive and will be in addition Company shall also provide customary indemnities to any liabilityunderwriters of the Registrable Securities, which their officers, directors and employees and each Person who controls such underwriters (within the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity meaning of Section 15 of the Securities Act) to each Underwriter Indemnified Partythe same extent as provided above with respect to the indemnification of the Designated Shareholders.

Indemnification by the Company. The Company shall will indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents the Purchasers and each person, if any, who controls such Underwriters any Purchaser within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and Act, against any actual and direct losses, claims, damages direct damages, liabilities or liabilities reasonable expenses, joint or several, to which such Purchasers or such controlling person become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation litigation, if such settlement is effected with the prior written consent of the Company, which consent shall not be unreasonably withheld), insofar as such actual and direct losses, claims, direct damages, liabilities or reasonable expenses (or actions in respect thereof as contemplated below) arising out of (i) an arise out of or are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434, of the Rules and Regulations, or the prospectus, in the form first filed with the Commission pursuant to Rule 424(b) of the Regulations, or filed as part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of if no Rule 424(b) filing is required (the Securities Act Regulations“Prospectus”), or any amendment or supplement thereto, or (ii) arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, in any of them a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 thereinthem, in light of the circumstances under which they were made, not misleading, or (iii) arise out of or are based in whole or in part on any inaccuracy in the representations and warranties of the Company contained in this Agreement, or any failure of the Company to perform its obligations under this Agreement or under law (the events in clauses (i), (ii), or (iii), collectively are referred to herein as the “Company Indemnification Events”), and shall reimburse each Purchaser and each such Underwriter Indemnified Party controlling person as the case may be, for any legal or other the indemnifiable amounts provided for herein on demand as such expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionare incurred; 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 expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyPurchaser Indemnification Event (as defined below).

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriterseach Underwriter, their respective its affiliates and each of their respective its directors, officers, members, employees and agents and each person, if any, who controls such the Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Underwriters Indemnified Parties,” and each a an “Underwriter Underwriters Indemnified Party”) from and against any lossesloss, claimsclaim, damages damage, expense or liabilities liability whatsoever (including or any action, investigation or proceeding in settlement of any litigation if respect thereof), to which such settlement is effected with Underwriters Indemnified Party may become subject, under the prior written consent of the Company) arising Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (iA) an any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Registration StatementOffering Statement or the Final Offering Circular or any amendment or supplement thereto, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon (B) the omission from the Registration Statement, or alleged omission to state thereinin any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Permitted Issuer Information, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading or (C) any breach of the circumstances under which they were maderepresentations and warranties of the Company contained herein or failure of the Company to perform its obligations hereunder or pursuant to any law, not misleading; any act or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectusfailure to act, or any amendment alleged act or supplement theretofailure to act, by the Underwriters in connection with, or relating in any other materials used in connection with manner to, this Agreement, the Securities or the Offering, and which is included as part of or arise referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or are based upon matters covered by subclause (A), (B) or (C) above of this Section 8(a) (provided that the omission or alleged omission Company shall not be liable in the case of any matter covered by this subclause (C) to state therein the extent that it is determined in a material fact required to be stated therein or necessary to make the statements therein, in light final judgment by a court of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriters through gross negligence or willful misconduct), and shall reimburse the Underwriters Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriters Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectusPreliminary Offering Circular, any Registration the Offering Statement or the ProspectusFinal Offering Circular, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with of the Offering Pricing Disclosure Materials made in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany through the Underwriters expressly for use therein, which information the parties hereto agree is limited to the Underwriter’s Information (as defined below). The indemnification obligations under this Section 7(a) are This indemnity agreement is not exclusive and will be in addition to any liability, which the Underwriters Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Underwriters Indemnified Party.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based upon: (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or in is required to file pursuant to Rule 433(d) of the Rules and Regulations, any other materials used in connection with the OfferingWritten Testing-the-Waters Communication, or any roadshow as defined in Rule 433(h) under the Securities Act (a “roadshow”), or (ii) 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 under which they were made, therein not misleading, and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only such information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the UnderwritersInvestor, their respective affiliates and each all of their respective its officers, directors, officers, memberspartners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person, if any, person who controls such Underwriters the Investor within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyInvestor Indemnitees”) from and against any lossesand all actions, causes of action, suits, claims, damages losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or liabilities (including in settlement any of any litigation if such settlement is effected with the prior written consent of the Company) them as a result of, or arising out of of, or relating to (ia) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement for the information deemed to be a part registration of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, Shares as originally filed or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement theretothereof, or in any other materials used related prospectus, or in connection with the Offeringany amendment thereof 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 under which they were made, therein not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. The indemnification obligations under this Section 7(a) are not exclusive To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and will be in addition to any liabilitysatisfaction of each of the Indemnified Liabilities, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyis permissible under applicable law.

Indemnification by the Company. The Company shall indemnify and the Operating Partnership, jointly and severally, agree to indemnify, defend and hold harmless the Underwriters, their respective affiliates Placement Agent and each of their respective directors, officers, members, employees and agents and each person, if any, any person who controls such Underwriters the Placement Agent within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any lossesloss, claimsexpense, damages liability, damage or liabilities claim (including in settlement the reasonable cost of investigation) which, jointly or severally, the Placement Agent or any litigation if controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such settlement is effected with the prior written consent of the Company) arising loss, expense, liability, damage or claim arises out of or is based upon (i1) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereof), including any Issuer Free Writing Prospectus that the information Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to be a part include the Prospectus as of its date and as amended or supplemented by the Registration Statement at the time of effectiveness and at Company), (2) any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact in each such case, to the extent contained in and in conformity with information furnished in writing by the Prospectus, Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against the Placement Agent or any amendment controlling person in respect of which indemnity may be sought against the Company or supplement theretothe Operating Partnership pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action, and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any other materials used such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company, as the case may be, in connection with the Offeringdefense of such action, or arise out the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are based upon different from or additional to those available to the omission Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinparties), in light any of which events such fees and expenses shall be borne by the circumstances under which they were made, not misleading, Company and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably paid as incurred by (it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; providedbeing understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such case jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the extent that contrary notwithstanding, the Company not shall be liable for any settlement of any such loss, claim, damage, expense claim or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyaction effected without its consent.

Indemnification by the Company. The Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, the Company shall indemnify agrees to indemnify, defend and hold the SpinCo Indemnitees harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent and all Losses of the Company) SpinCo Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) an the RemainCo Liabilities, (ii) the failure of the Company or any other member of the RemainCo Group or any other Person to pay, perform or otherwise promptly discharge any RemainCo Liabilities, whether prior to, at or after the Distribution Effective Time, (iii) any breach by any member of the RemainCo Group of this Agreement or the Transition Services Agreement, (iv) except to the extent it relates to SpinCo Liabilities, any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding to the extent discharged or performed by any member of the RemainCo Group for the benefit of any member of the SpinCo Group that survives the Distribution Effective Time, (v) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, with respect to all information supplied by the Company in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained writing expressly for inclusion in the ProspectusSpin-Off Registration Statement or the related Information Statement (including any amendments or supplements), or any amendment or supplement thereto, or in any other materials used filings with the SEC made in connection with the Offeringtransactions contemplated by this Agreement and (vi) any Liabilities of the SpinCo Indemnitees relating to, or arise arising out of or are based upon resulting from claims by any holders of common shares of the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinCompany, in light of the circumstances under which they were madetheir capacity as such, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon Distribution. This Section 5.2 shall not apply with respect to any Taxes and in conformity with no event shall the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive Company be required to indemnify, defend and will be in addition hold the SpinCo Indemnitees harmless from and against any and all Losses to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity extent such Losses relate to each Underwriter Indemnified PartyTaxes.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective its affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall will reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter Company through the Underwriters expressly for use therein, which information the parties hereto agree is limited to the Underwriter’s Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The In consideration of the Investor’s execution and delivery of this Agreement, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the UnderwritersInvestor, their respective affiliates and each all of their respective its officers, directors, officers, memberspartners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person, if any, person who controls such Underwriters the Investor within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyInvestor Indemnitees”) from and against any lossesand all actions, causes of action, suits, claims, damages losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or liabilities (including in settlement any of any litigation if such settlement is effected with the prior written consent of the Company) them as a result of, or arising out of of, or relating to (ia) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement for the information deemed to be a part registration of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, Shares as originally filed or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement theretothereof, or in any other materials used related prospectus, or in connection with the Offeringany amendment thereof 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 under which they were made, therein not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of the Investor specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any cause of action, suit or claim brought or made against such Investor Indemnitee not arising out of any action or inaction of an Investor Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto by any of the Investor Indemnitees. The indemnification obligations under this Section 7(a) are not exclusive To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and will be in addition to any liabilitysatisfaction of each of the Indemnified Liabilities, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyis permissible under applicable law.

Indemnification by the Company. The Subject to the provisions of this Section 4.1, the Company shall agrees to indemnify and hold harmless the Underwriterseach Investor, their respective affiliates and each of their respective Investor’s officers, employees, affiliates, directors, officerspartners, members, employees attorneys and agents agents, and each personPerson, if any, who controls such Underwriters an Investor (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act Act) (collectively the each, an “Underwriter Indemnified Parties,” and each a “Underwriter Investor Indemnified Party”) ), from and against any expenses, losses, judgments, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) liabilities, whether joint or several, arising out of (i) an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the any Registration Statement at under which the time sale of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of such Registrable Securities was registered under the Securities Act RegulationsAct, any preliminary prospectus, final prospectus or arise out of or are based upon the omission from summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, 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, in light of the circumstances under which they were made, therein not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectusmisleading, or any amendment violation by the Company of the Securities Act or supplement thereto, any rule or in any other materials used regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration (provided, however, that the Offeringindemnity agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or arise out action if such settlement is effected without the consent of or are based upon the omission or alleged omission to state therein a material fact required Company, such consent not to be stated therein unreasonably withheld, delayed or necessary to make conditioned); and the statements therein, in light of Company shall promptly reimburse the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Investor Indemnified Party for any legal or and any other expenses reasonably incurred by it such Investor Indemnified Party in connection with evaluatinginvestigating and defending any such expense, investigating or defending against such loss, judgment, claim, damage, liability or action; provided, however, that the Company shall will not be liable in any such case to the extent that any such expense, loss, claim, damage, expense damage or liability arises out of or is based upon an any untrue or alleged untrue statement in, or omission from any or alleged omission made in such Registration Statement, preliminary prospectus, any Registration Statement final prospectus, or the Prospectussummary prospectus, or any such amendment or supplement theretosupplement, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with information furnished to the Underwriter InformationCompany, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification obligations under provided above in this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party4.1.

Indemnification by the Company. The Company shall has agreed in Section 8 of the Underwriting Agreement to indemnify and hold harmless the Underwriters, their respective affiliates the Representative and each of their respective directors, officers, members, employees and agents and each person, person if any, who controls such the Representative or any one of the Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 20(a) of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any lossesand all loss, claimsliability, damages claim, damage, and expense whatsoever (which shall include, for all purposes of Section 8 of the Underwriting Agreement, but not be limited to, attorneys' fees and any and all expense whatsoever incurred in investigating, preparing, or liabilities (including defending against any litigation, commenced or threatened, or any claim whatsoever and any and all amounts paid in settlement of any litigation if such settlement is effected with the prior written consent of the Companyclaim or litigation) as and when incurred arising out of of, based upon, or in connection with (i) an any untrue statement or alleged untrue statement of a material fact contained (A) in the Registration Statementany Preliminary Prospectus, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or the Prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, or (B) in any application or other document or communication (in the Underwriting Agreement collectively called an "application") in any jurisdiction in order to qualify the Securities under the "blue sky" or securities laws thereof or filed with the Commission or any securities exchange; or any omission or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement any breach of any representation, warranty, covenant, or alleged untrue statement agreement of a material fact the Company contained in the ProspectusUnderwriting Agreement. The Representative has agreed to give the Company an opportunity and the right to participate in the defense or preparation of the defense of any action brought against the Representative, any Underwriter or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission controlling person thereof to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that enforce any such loss, claim, damagedemand, expense liability or expense. The agreement of the Company under this indemnity is conditioned upon notice of any such action having been promptly given by the indemnified party to the Company. Failure to notify the Company as provided in the Underwriting Agreement shall not relieve the Company of its liability arises out of or is based upon an untrue statement inwhich it may have to the Representative, or omission from any preliminary prospectus, any Registration Statement or the ProspectusUnderwriters, or any such amendment controlling person thereof other than pursuant to Section 8(a) of the Underwriting Agreement. This agreement is subject in all respects, especially insofar as the foregoing description of the indemnification provisions set forth in the Underwriting Agreement is concerned, to the terms and provisions of the Underwriting Agreement, a copy of which will be made available for inspection or supplement thereto, copying or any Issuer Free Writing Prospectus or in any other materials used in connection with both to the Offering made in reliance Selected Dealer upon and in conformity with written request to the Underwriter InformationRepresentative therefor. The indemnification obligations under Selected Dealer acknowledges and confirms that, by signing a counterpart of this Section 7(a) are not exclusive and will Agreement, it shall be in addition to any liability, which deemed an agent of the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partya "Representative" for all purposes of Section 8 of the Underwriting Agreement, as expressly set forth therein.

Indemnification by the Company. The Company shall indemnify agrees to indemnify, defend and hold harmless the Underwriters, their respective affiliates Placement Agent and each of their respective directors, officers, members, employees and agents and each person, if any, any person who controls such Underwriters the Placement Agent within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any lossesloss, claimsexpense, damages liability, damage or liabilities claim (including in settlement the reasonable cost of investigation) which, jointly or severally, the Placement Agent or any litigation if controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such settlement is effected with the prior written consent of the Company) arising loss, expense, liability, damage or claim arises out of or is based upon (i1) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereof), including any Issuer Free Writing Prospectus that the information Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to be a part include the Prospectus as of its date and as amended or supplemented by the Registration Statement at the time of effectiveness and at Company), (2) any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, in each such case, to the extent contained in and in conformity with information furnished in writing the Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall reimburse be in addition to any liability which the Company may otherwise have. If any action is brought against the Placement Agent or any controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by action, and the Company, as the case may be, shall if it in connection with evaluatingso elects, investigating or defending against assume the defense of such lossaction, claim, damage, liability or actionincluding the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify the Company, as the case may be, will not relieve the Company of any obligation hereunder, except to the extent that their ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company, as the case may be, in connection with the defense of such action, or the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case may be, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case neither the Company shall have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that neither the Company shall be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, the Company shall not be liable in for any settlement of any such case to the extent that any such loss, claim, damage, expense claim or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyaction effected without its written consent.

Indemnification by the Company. The Subject to the limitations in this paragraph below, the Company shall agrees to indemnify and hold harmless the Underwriters, their respective affiliates you and each of their respective other Underwriter, the directors, officers, membersemployees, employees and agents of each Underwriter, and each person, if any, who controls such Underwriters any Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any and all losses, claims, damages or liabilities damages, liabilities, and expenses, including reasonable costs of investigation and attorneys' fees and expenses (including in settlement of any litigation if such settlement is effected with the prior written consent of the Companycollectively, "Damages") arising out of or based upon (ia) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Preliminary Prospectus, the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act RegulationsCommitment Prospectus, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or in any amendment or supplement thereto, any Issuer Free Writing Prospectus or in any other materials used in connection with "issuer information" filed or required to be filed pursuant to Rule 433(d) under the OfferingSecurities Act, or arise out of or are based upon the 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 shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case except to the extent that any such loss, claim, damage, expense or liability arises Damages arise out of or is are based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, alleged untrue statement or any such amendment omission that has been made therein or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made omitted therefrom in reliance upon and in conformity with the information furnished in writing to the Company by or on behalf of any Underwriter Informationthrough you, expressly for use in connection therewith, or (b) any inaccuracy in or breach of the representations and warranties of the Company contained herein or any failure of the Company to perform its obligations hereunder or under law. The This indemnification obligations under this Section 7(a) are not exclusive and will shall be in addition to any liability, which liability that the Underwriters might otherwise have and shall not limit any rights or remedies which Company may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or Disclosure Package, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration StatementStatement or Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse advance payment of such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification and advancement obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees agents and agents counsel and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability or action; as such fees and expenses are incurred. provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. In no event shall any indemnity by the Company under this Section 7(a) exceed the net proceeds after discounts and commission received by the Underwriters in connection with the Offering. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities 1933 Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 1934 Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the 1933 Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based upon: (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the Rule 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B Regulations, if applicable, any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act Rules and Regulations, or arise out of any Written Testing-the-Waters Communication, or are based upon any road show as defined in Rule 433(h) under the 1933 Act (a “road show”), (ii) the omission from the Registration Statement, or alleged omission to state therein, therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading; or (iiiii) an untrue statement any investigation or alleged untrue statement proceeding by any governmental authority, commenced or threatened (whether or not any Underwriter is a target of a material fact contained in or party to such investigation or proceeding); and the Prospectus, Company will reimburse each Underwriter for any legal or any amendment or supplement thereto, or in any other materials used expenses reasonably incurred by it in connection with the Offeringinvestigating or defending against such loss, claim, damage, xxxxxxxxx or action as such expenses are incurred 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 under which they were made, therein not misleading, and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(d).

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriters, their respective affiliates Agent and each of their respective its directors, officers, memberspartners, employees and agents and each person, if any, who (i) controls such Underwriters the Agent within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act Act, or (collectively ii) is controlled by or is under common control with the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Agent from and against any and all losses, claims, liabilities, expenses and damages or liabilities (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of of, any litigation if action, suit or proceeding or any claim asserted), as and when incurred, to which the Agent, or any such settlement is effected with person, may become subject under the prior written consent of Securities Act, the Company) arising Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (ix) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including Statement or the information deemed Prospectus or any amendment or supplement to be a part of the Registration Statement at or the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act RegulationsProspectus, or arise out of in any Issuer Free-Writing Prospectus, or are based upon (y) the omission from the Registration Statement, or alleged omission to state therein, in such document a material fact required to be stated therein in it or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, it not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company this indemnity agreement shall not be liable in any such case apply to the extent that any such loss, claim, damageliability, expense or liability damage arises out from the sale of the Placement Shares pursuant to this Agreement and is caused directly or is based upon indirectly by an untrue statement inor omission, or omission from any preliminary prospectusalleged untrue statement or omission, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon on and in conformity with information relating to the Underwriter InformationAgent and furnished in writing to the Company by or on behalf of the Agent expressly for inclusion in any document described in clause (a)(x) above. The indemnification obligations under this Section 7(a) are not exclusive and This indemnity agreement will be in addition to any liability, which liability that the Underwriters Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based upon: (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the any information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B Regulations (including Rule 430B), if applicable, any Preliminary Prospectus, the Time of the Securities Act RegulationsSale Disclosure Package, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any issuer information that the Company has filed or in is required to file pursuant to Rule 433(d) of the Rules and Regulations, any other materials used in connection with the Offeringroadshow materials, or arise out of or are based upon any Testing-the-Waters Communication, (ii) 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 under which they were made, therein not misleading, or (iii) any investigation or proceeding by any Governmental Authority, commenced or threatened (whether or not any Underwriter is a target of or party to such investigation or proceeding), and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The Company shall indemnify and hold harmless each Notice Holder, each underwriter (as defined in the UnderwritersSecurities Act) for such Holder, their respective affiliates each director, officer or Affiliate of any of the foregoing Persons and each of their respective directors, officers, members, employees and agents and each personPerson, if any, who controls such Underwriters (within the meaning of either Section 15 of the Securities Act of or Section 20 of the Exchange Act Act) any of the foregoing Persons (collectively the “Underwriter Holder Indemnified Parties,” and each a “Underwriter Indemnified Party”) ), from and against any and all losses, claims, damages or and liabilities (including including, without limitation, any legal or other expenses reasonably incurred in settlement of connection with defending or investigating any litigation if such settlement is effected with the prior written consent of the Companyaction or claim) arising out of (icollectively, “Losses”) an caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the any Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof, any preliminary prospectus or supplement the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or the Disclosure Package, or in caused by any other materials used in connection with the Offering, 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, therein in light of the circumstances under which they were made, made not misleading, and shall reimburse except insofar as such Underwriter Losses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to such Holder Indemnified Party furnished to the Company in writing by such Holder Indemnified Party expressly for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionuse therein; provided, however, that the Company shall not be liable in to any such case Holder Indemnified Party to the extent that any such loss, claim, damage, expense or liability arises Losses arise out of or is are based upon an untrue statement inor alleged untrue statement of material fact or omission or alleged omission if either (i) (A) such Holder Indemnified Party was required by law to send or deliver, and failed to send or deliver, a copy of the Prospectus with or prior to delivery written confirmation of the sale by such Holder Indemnified Party to the Person asserting the claims from which the Losses arise and (B) the Prospectus would have corrected such untrue statement or omission or alleged omission or (ii) (A) such Holder Indemnified Party disposed of Registrable Securities to the Person asserting the claim from which such Losses arise pursuant to a Registration Statement and sent or delivered, or omission from any preliminary prospectuswas required by law to send or deliver, any Registration Statement or the Prospectus, or any a Prospectus to such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used Person in connection with the Offering made disposition, (B) such Holder Indemnified Party received a Deferral Notice in reliance upon writing prior to the date of such disposition and in conformity with (C) such untrue statement or omission or alleged omission was the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which reason for the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyDeferral Notice.

Indemnification by the Company. The Company shall indemnify agrees to indemnify, defend and hold harmless the Underwriters, their respective affiliates Placement Agent and each of their respective directors, officers, members, employees and agents and each person, if any, any person who controls such Underwriters the Placement Agent within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any lossesloss, claimsexpense, damages liability, damage or liabilities claim (including in settlement the reasonable cost of investigation) which, jointly or severally, the Placement Agent or any litigation if controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such settlement is effected with the prior written consent of the Company) arising loss, expense, liability, damage or claim arises out of or is based upon (i1) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereof), including any Issuer Free Writing Prospectus that the information Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to be a part include the Prospectus as of its date and as amended or supplemented by the Registration Statement at the time of effectiveness and at Company), (2) any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact in each such case, to the extent contained in and in conformity with information furnished in writing the Prospectus, Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against the Placement Agent or any amendment controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company, as the case may be, in writing of the institution of such action, and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or supplement theretodelay to so notify the Company, as the case may be, will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any other materials used such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company, as the case may be, in connection with the Offeringdefense of such action, or arise out the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are based upon different from or additional to those available to the omission Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinparties), in light any of which events such fees and expenses shall be borne by the circumstances under which they were made, not misleading, Company and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably paid as incurred by (it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; providedbeing understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such case jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the extent that contrary notwithstanding, the Company shall not be liable for any settlement of any such loss, claim, damage, expense claim or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyaction effected without its consent.

Indemnification by the Company. The Company shall indemnify agrees to indemnify, defend and hold harmless the Underwriters, their respective affiliates Placement Agent and each of their respective directors, officers, members, employees and agents and each person, if any, any person who controls such Underwriters the Placement Agent within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any lossesloss, claimsexpense, damages liability, damage or liabilities claim (including in settlement the reasonable cost of investigation) which, jointly or severally, the Placement Agent or any litigation if controlling person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such settlement is effected with the prior written consent of the Company) arising loss, expense, liability, damage or claim arises out of or is based upon (i1) an any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement (or any amendment thereof), including any Issuer Free Writing Prospectus that the information Company has filed or was required to file with the Commission or the Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to be a part include the Prospectus as of its date and as amended or supplemented by the Registration Statement at the time of effectiveness and at Company), (2) any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (3) any omission or alleged omission from any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; except, in the case of each of clauses (1), (2) and (3), insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact in each such case, to the extent contained in and in conformity with information furnished in writing by the Prospectus, Placement Agent to the Company expressly for use therein (that information being limited to that described in Section 10(b) hereof). The indemnity agreement set forth in this Section 10(a) shall be in addition to any liability which the Company may otherwise have. If any action is brought against the Placement Agent or any amendment controlling person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph of this Section 10(a), the Placement Agent shall promptly notify the Company in writing of the institution of such action, and the Company, as the case may be, shall if it so elects, assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or supplement theretodelay to so notify the Company will not relieve the Company of any obligation hereunder, except to the extent that its ability to defend is materially prejudiced by such failure or delay. The Placement Agent or such controlling person shall have the right to employ its or their own counsel in any other materials used such case, but the fees and expenses of such counsel shall be at the expense of the Placement Agent or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the Offeringdefense of such action, or arise out the Company shall not have employed counsel reasonably satisfactory to the Placement Agent or such controlling person, as the case maybe, to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are based upon different from or additional to those available to the omission Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinparties), in light any of which events such fees and expenses shall be borne by the circumstances under which they were made, not misleading, Company and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably paid as incurred by (it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; providedbeing understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Placement Agent or such controlling persons in any one action or series of related actions in the same jurisdiction (other than local counsel in any such case jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the extent that contrary notwithstanding, the Company shall not be liable for any settlement of any such loss, claim, damage, expense claim or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyaction effected without its consent.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of (i) or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430B Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, or in any other materials used in connection with issuer information that the OfferingCompany has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, 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 under which they were made, therein not misleading, and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The In the event of any registration of any securities of the Company shall under the Securities Act pursuant to Section 2.1 or Section 2.2, to the fullest extent permitted by law, the Company will indemnify and hold harmless the Underwriterseach Holder, each Affiliate of such Holder and their respective affiliates directors and each of their respective officers, members, managers or general and limited partners (and the directors, officers, membersemployees, employees and agents affiliates and each person, if any, Person who controls such Underwriters Holder (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act) (hereinafter referred to as a “Controlling Person”) of any of the foregoing), and each underwriter and each person who controls within the meaning of Section 15 of the Securities Act any underwriter (collectively collectively, the “Underwriter Seller Indemnified Parties,” ”), against all claims, losses, damages and each a liabilities, joint or several, actions or proceedings (whether commenced or threatened in writing) in respect thereof (“Underwriter Indemnified PartyClaims”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) expenses arising out of (i) an or based on: any untrue statement or alleged untrue statement of a material fact contained in the any Prospectus or Issuer Free Writing Prospectus (including any related Registration Statement) incident to any such registration, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time qualification, compliance or sale effected pursuant to Rules 430A and 430B of the Securities Act RegulationsSection 2.4, or arise out of or are based upon the on any omission from the Registration Statement, (or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iiomission) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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, or any omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements thereintherein not misleading, in light of the circumstances under which they were made, not misleading, made and shall the Company will reimburse each such Underwriter Seller Indemnified Party for any legal or reasonable fees and disbursements of counsel and any other reasonable out-of-pocket expenses reasonably incurred by it in connection with evaluating, investigating or defending against or settling any such loss, claim, damage, liability or actionClaim; provided, however, provided that the Company shall will not be liable in any such case to the extent that any such claim, loss, claim, damage, expense liability, or liability action arises out of or is based upon an on any untrue statement in, or omission from any preliminary prospectusby such Holder or underwriter but only to the extent, any Registration Statement that such untrue statement or the omission is made in such registration statement, Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights Company by such Holder or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyunderwriter expressly for use therein.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a and, each, an “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a8(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless agrees to indemnify, to the Underwritersextent permitted by law, their respective affiliates and each Holder of Registrable Securities, each of their respective officers, employees, affiliates, and directors, officerspartners, members, employees attorneys and agents agents, and each person, if any, who controls such Underwriters Holder (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act Act) (collectively the “Underwriter Indemnified Parties,” and each each, a “Underwriter Holder Indemnified Party”) from and against any all losses, judgments, claims, damages damages, liabilities or liabilities expenses (including in settlement of any litigation if such settlement is effected with the prior written consent of the Companyreasonable attorneys’ fees) (each, a “Loss”), whether joint or several, arising out of (i) an or based upon any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at Prospectus or preliminary Prospectus or any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, amendment thereof or arise out of supplement thereto or are based upon the any omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectusmisleading, or any amendment violation by the Company of the Securities Act or supplement thereto, any rule or in any other materials used regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration; and the Offering, or arise out of or are based upon Company shall promptly reimburse 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 under which they were made, not misleading, and shall reimburse such Underwriter Holder Indemnified Party for any legal or and any other expenses reasonably incurred by it such Holder Indemnified Party in connection with evaluating, investigating or and defending against any such loss, claim, damage, liability or actionLoss; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense or liability Loss arises out of or is based upon an any untrue statement in, or allegedly untrue statement or omission from any or alleged omission made in such Registration Statement, Prospectus or preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement theretosupplement, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with information furnished to the Underwriter InformationCompany, in writing, by such selling Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers, affiliates, and directors, partners, members and agents and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which of the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Holder Indemnified PartyParties.

Indemnification by the Company. The Company shall shall, without limitation as to time, indemnify and hold harmless the Underwriters, their respective affiliates each Holder and each of their respective directorsParticipating Broker-Dealer selling Exchange Securities during the Applicable Period, officers, members, employees and agents and each person, if any, Person who controls each such Underwriters Holder (within the meaning of Section 15 of the Securities Act of or Section 20 20(a) of the Exchange Act (collectively Act) and the “Underwriter Indemnified Parties,” officers, directors, partners, employees, representatives and agents of each a “Underwriter Indemnified Party”) such Holder, Participating Broker-Dealer and controlling person, to the fullest extent lawful, from and against any and all losses, claims, damages damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and expenses (including, without limitation, reasonable costs and expenses incurred in connection with investigating, preparing, pursuing or liabilities (including in settlement of defending against any litigation if such settlement is effected with the prior written consent of the Companyforegoing) (collectively, "Losses"), as incurred, directly or indirectly caused by, related to, based upon, arising out of (i) an or in connection with any untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, including the information deemed to be a part Prospectus or form of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsprospectus, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offeringpreliminary prospectus, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such Losses are based upon information relating to such Holder or Participating Broker-Dealer and shall reimburse furnished in writing to the Company by such Underwriter Indemnified Party Holder or Participating Broker-Dealer expressly for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionuse therein; provided, however, that the Company shall not be liable in to any such case Indemnified Party to the extent that any such loss, claim, damage, expense or liability arises losses arise solely out of or is based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission made in any preliminary prospectus, any Registration Statement prospectus if (i) such Indemnified Party or related holder of a Registrable Security failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Indemnified Party or the Prospectusrelated holder of a Registrable Security to the person asserting the claim from which such Losses arise, (ii) the Prospectus would have corrected such untrue statement or any such amendment alleged untrue statement or supplement theretoomission or alleged omission, or any Issuer Free Writing Prospectus or in any other materials used in connection and (iii) the Company has complied with the Offering made in reliance upon and in conformity with the Underwriter Informationits obligations under Section 6(e). The Company shall also, jointly and severally, indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person who controls such Persons (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) to the same extent as provided above with respect to the indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which of the Underwriters might otherwise have and shall not limit any rights Holders or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partythe Participating Broker-Dealer.

Indemnification by the Company. The Company shall indemnify and hold harmless to the fullest extent permitted by applicable law the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless each Underwriter, the Underwriters, their respective affiliates directors and officers of each Underwriter and each of their respective directors, officers, members, employees and agents and each person, if any, person who controls such Underwriters any Underwriter within the meaning of Section 15 of either the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any and all losses, claims, damages or liabilities, joint or several, and any action in respect thereof, to which they or any of them may become subject, under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities (including or actions in settlement of respect thereof) arise out of, or are based upon, any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Issuer Free Writing Prospectus or any amendment Time of Sale Information or supplement theretoarises out of, or in any other materials used in connection with the Offeringis based upon, 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 the case of the Prospectus, any Issuer Free Writing Prospectus and the Time of Sale Information, in light of the circumstances under which they were made, not misleading, and shall reimburse each such Underwriter Indemnified Party indemnified party, as incurred, for any legal or other expenses reasonably incurred by it such indemnified party in connection with evaluating, investigating or defending against any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of of, or is based upon an upon, any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any or alleged omission (a) made in the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made Time of Sale Information in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter Informationspecifically for inclusion therein or (b) contained in that part of the Registration Statement constituting the Statement of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the Trustee; provided further, that the Company will not be liable for the amount of any settlement of any claim made without its consent, such consent not to be unreasonably withheld. The indemnification obligations under this Section 7(a) are not exclusive and will be foregoing indemnity agreement is in addition to and not in limitation or duplication of any liability, liability or right which the Underwriters might Company may otherwise have and shall not limit to an Underwriter or any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyperson who controls an Underwriter.

Indemnification by the Company. The Company shall indemnify and hold harmless the UnderwritersUnderwriter, their its respective affiliates and each of their its respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters Underwriter might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates each Purchaser and each of their respective directors, officers, members, employees officers and agents directors and each person, if any, Person who controls such Underwriters Purchaser within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter such Person being sometimes hereinafter referred to as an "Indemnified Party”") from and against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement of any litigation if such settlement is effected with the prior written consent of the Companyrespect thereof) arising arise out of (i) or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the an omission from the Registration Statement, or alleged omission to state therein, therein a material fact required to be stated therein or necessary to make the statements therein, in light not misleading, or arise out of the circumstances under which they were made, not misleading; or (ii) are based upon an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, any Prospectus or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and shall the Company hereby agrees to reimburse such Underwriter Indemnified Party for any all reasonable legal or and other expenses reasonably incurred by it them in connection with evaluating, investigating or defending against any such loss, claim, damage, liability action or actionclaim as and when such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Party in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement made in, or an omission from any preliminary prospectusor alleged omission from, any such Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter Information. The indemnification obligations under this Company by such Indemnified Party expressly for use therein or (ii) in the case of the occurrence of an event of the type specified in Section 7(a) are not exclusive and will be in addition 3(e), the use by the Indemnified Party of an outdated or defective Prospectus after the Company has provided to any liability, which such Indemnified Party the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partynotice required by Section 3(e).

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or in any other materials used in connection with is required to file pursuant to Rule 433(d) of the OfferingRules and Regulations, or any Written Testing-the-Waters Communication, or any road show as defined in Rule 433(h) under the Act (a “road show”), or (ii) 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 under which they were made, therein not misleading, and shall will reimburse such each Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred; provided, however, that the Company shall will not be liable in any such case to the extent that any such loss, claim, damage, expense liability or liability action arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Informationthrough you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 6(e). The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party1 NTD: if applicable. TBD.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their its respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Underwriters Indemnified Parties,” and each a “Underwriter Underwriters Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, 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 under which they were made, not misleading, and shall reimburse such Underwriter Underwriters Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Underwriters Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Underwriters Indemnified Party.