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 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, 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 8(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, the 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 8(a7(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. (a) The Company shall not indemnify the Advisor or any of its Affiliates for any loss or liability suffered by the Advisor or the Affiliate, or hold the Advisor or the Affiliate harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) The Advisor or Affiliate has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; (ii) The Advisor or the Affiliate was acting on behalf of or performing services for the Company; and (iii) Such liability or loss was not the result of negligence or misconduct by the Advisor or the Affiliate. (b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by the Company for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met: (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 Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violation of securities laws. (c) The Company shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied: (i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) The Advisor or the Affiliate undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification. (d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 21 for any activity which the Advisor shall be required to indemnify or 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 Company pursuant to Section 22. (e) Any amounts paid pursuant to this Section 21 shall be recoverable or paid only out the meaning of Section 15 net assets of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties,” Company and each a “Underwriter Indemnified Party”) not 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, 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 8(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 PartyShareholders.

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 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, the 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 8(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 or Section 20 of the Exchange Act (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, 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 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 8(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 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, 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, 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 8(a7(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 respective its affiliates and each of its and their respective directors, officers, members, employees employees, representatives and agents 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, 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 any Registration Statement, including the information deemed Preliminary Prospectus, Disclosure Package, 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, or arise out of the Prospectus, or are based upon in any amendment or supplement thereto or document incorporated by reference therein, or (B) the omission from the Registration Statement, or alleged omission to state in any Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference 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 the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by it that Underwriter Indemnified Party in connection with evaluatinginvestigating, investigating or preparing to defend, or defending against against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, liability expense, liability, action, investigation or actionproceeding, 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 prospectusRegistration Statement, the Registration Statement Preliminary Prospectus, Disclosure Package, Issuer Free Writing 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 written information furnished to the Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information. The indemnification obligations under this Section 8(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 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 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 in which they were made, not misleading; or (ii) an untrue statement 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 untrue statement violation by the Company or its agents of a material fact contained in the Prospectus1933 Act, the 1934 Act or any amendment similar federal or supplement thereto, state law or in any other materials used rule or regulation promulgated thereunder applicable to the Company or its agents and relating to any action or inaction required of the Company in connection with the Offering, registration or arise out of the offer 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 sale of the circumstances under which they were made, not misleading, 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 shall 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, the 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 8(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 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 or Section 20 of the Exchange Act (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, 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 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 8(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 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, 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 8(a7(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 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, the 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 8(a7(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 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, the 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 8(a7(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 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 or Section 20 of the Exchange Act (collectivelyAct) and the partners, officers, directors, agents, trustees and employees of each such controlling person, to the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 8(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 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 in which they were made, not misleading; or (ii) an untrue statement 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 untrue statement violation by the Company or its agents of a material fact contained in the Prospectus1933 Act, the 1934 Act or any amendment similar federal or supplement thereto, state law or in any other materials used rule or regulation promulgated thereunder applicable to the Company or its agents and relating to any action or inaction required of the Company in connection with the Offering, registration or arise out of the offer 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 sale of the circumstances under which they were made, not misleading, 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 shall 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, the 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 8(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 Investor and its officers, their respective affiliates and each of their respective directors, officers, members, employees and agents agents, and each other person, if any, who controls such Underwriters Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively1933 Act, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement or omission or alleged omission of any litigation if such settlement is effected with material fact contained in any Registration Statement, any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof or (ii) any violation by the prior written consent Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required of the Company) arising Company in connection with such registration, and will reimburse such Investor, and each such officer, director, member, employee, agent and each such controlling person for any legal or other documented, out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability (or action in respect thereof); provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or alleged untrue statement 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 thereinso made in conformity with information furnished by such Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) the use by an Investor of an outdated or defective Prospectus after the Company has notified such Investor in writing that such Prospectus is outdated or defective; (iii) an Investor’s failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission or alleged untrue statement of a material fact contained in or omission at or prior to 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 written confirmation of the circumstances under which they were madesale of Registrable Securities; or (iv) an Investor’s bad faith, not misleadinggross negligence, and shall reimburse such Underwriter Indemnified Party for any legal recklessness, fraud 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, 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 8(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 Partywillful misconduct.

Indemnification by the Company. The Subject to the limitations set forth in this Agreement, the Company shall agrees to indemnify each Investor and hold harmless the Underwriters, their respective affiliates 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 or Section 20 of the Exchange Act Representatives (collectively, the “Underwriter Indemnified Investor Related Parties,” and each a “Underwriter Indemnified Party”) from from, and against hold each of them harmless against, any and 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, 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 each Investor pursuant to this Section 8(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 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 or Section 20 of the Exchange Act (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, 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 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 8(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 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 or Section 20 of the Exchange Act (collectivelyeach, the 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, the 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 8(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 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 the preliminary prospectus, the 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 8(a7(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 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, 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 misleading; (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, the Registration Statement 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 8(a7(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 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 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 or alleged omission made in the Registration Statement, any preliminary prospectusPreliminary Prospectus, the Registration Statement or 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 8(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 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, 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, the 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 8(a7(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 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, 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 8(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 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 within the meaning of Section 15 of the Securities Act 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 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 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 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, 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 8(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 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, the 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 8(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 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 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; 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, the 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 8(a7(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, the 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 8(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. (a) The Company shall not indemnify the Manager or any of its Affiliates for any loss or liability suffered by the Manager or the Affiliate, or hold the Manager or the Affiliate harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) The Manager or Affiliate has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; (ii) The Manager or the Affiliate was acting on behalf of or performing services for the Company; and (iii) Such liability or loss was not the result of negligence or misconduct by the Manager or the Affiliate. (b) Notwithstanding the foregoing, the Manager and its Affiliates shall not be indemnified by the Company for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met: (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 Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violation of securities laws. (c) The Company shall advance funds to the Manager or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied: (i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) The Manager or the Affiliate undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such Manager or Affiliate is found not to be entitled to indemnification. (d) Notwithstanding the foregoing, the Manager shall not be entitled to indemnification or be held harmless pursuant to this Section 19 for any activity which the Manager shall be required to indemnify or 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 Company pursuant to Section 20. (e) Any amounts paid pursuant to this Section 19 shall be recoverable or paid only out the meaning of Section 15 net assets of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties,” Company and each a “Underwriter Indemnified Party”) not 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, 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 8(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 PartyShareholders.

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 or Section 20 of the Exchange Act (collectivelyAct), the officers, directors, agents and employees of each such controlling person and any financial or investment adviser (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 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 , except to the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with extent that 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, (ii) the Registration Statement 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 8(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 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 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, the 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 8(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 “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, the 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 8(a7(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. (a) The Company shall indemnify and hold harmless the Underwriters, their respective affiliates Advisor 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 every Affiliate of the Securities Act or Section 20 of the Exchange Act Advisor (collectively, the “Underwriter Indemnified PartiesIndemnitees,” and each a each, an “Underwriter Indemnified PartyIndemnitee”) ), from and against any lossesall liabilities, claims, damages or liabilities (losses arising in the performance of their duties hereunder, and related expenses, including in settlement of any litigation if reasonable attorneys’ fees, to the extent such settlement is effected liabilities, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the prior written consent laws of the Company) arising out State of (i) an untrue statement New York, the Articles of Incorporation or alleged untrue statement the provisions of a material fact contained in the Registration Statement, including the information deemed to be a part Section II.G of the Registration Statement at NASAA REIT Guidelines. Notwithstanding the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsforegoing, 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 provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be liable held harmless for any loss or liability suffered by the Company, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company; (iii) such liability or loss was not the result of negligence or misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such case Indemnitee unless one or more of the following conditions is met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the extent Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction has approved a settlement of the claims against the Indemnitee and found 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 Securities and Exchange Commission and of the published position of any such loss, claim, damage, expense state securities regulatory authority of a jurisdiction in which securities of the Company were offered or liability arises out sold as to indemnification for violations of or is based upon an untrue statement in, or omission from any preliminary prospectussecurities laws. (c) In addition, the Registration Statement advancement of the Company’s funds to an Indemnitee for reasonable legal expenses and other costs incurred in advance of the final disposition of a proceeding for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the proceeding relates to acts or omissions with respect to the Prospectusperformance of duties or services on behalf of the Company; (ii) the Indemnitee provides the Company with a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met; (iii) the legal proceeding is initiated by a third party who is not a Stockholder or, or any if the legal action is initiated by a Stockholder acting in such amendment or supplement theretoStockholder’s capacity as such, or any Issuer Free Writing Prospectus or in any other materials used in connection a court of competent jurisdiction approves such advancement; and (iv) the Indemnitee provides the Company with a written undertaking to repay the advanced funds to the Company, together with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 8(a) are applicable legal rate of interest thereon, if it is ultimately determined that such Indemnitee is not exclusive and will be in addition entitled 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 Partyindemnification.

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 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 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; 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, 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 8(a7(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 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 or Section 20 of the Exchange Act Act) (collectivelyeach, the 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 Prospectus, 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, the 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 8(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 agrees to indemnify and hold harmless harmless, to the Underwritersfull extent permitted by law, each Holder, each member, limited or general partner thereof, each member, limited or general partner of each such member, limited or general partner, each of their respective affiliates Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons 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 or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages damages, liabilities and expenses, joint or liabilities 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 the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of under which such Registrable Securities were Registered under the Securities Act Regulations(including any final, preliminary 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 summary Prospectus contained therein or necessary any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document incident to make the statements thereinsuch registration, in light produced by or on behalf of the circumstances Company or any of its subsidiaries including, without limitation, reports and other documents filed under which they were madethe Exchange Act, 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 or preliminary Prospectus, in light of the circumstances under which they were made, ) not misleading, and shall reimburse misleading or (iii) any actions or inactions or proceedings in respect of the foregoing whether or not 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 actionindemnified party is a party thereto; provided, however, that the Company shall not be liable in to any such case particular indemnified party (A) 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, the 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 document 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 or (B) to the extent that any such Loss arises out of or is based upon an untrue statement or omission in a preliminary Prospectus relating to Registrable Securities, if a Prospectus (as then amended or supplemented) that would have cured the defect was furnished to the indemnified party from whom the Person asserting the claim giving rise to such Loss purchased Registrable Securities at least five (5) days prior to the written confirmation of the sale of the Registrable Securities to such Person and a copy of such Prospectus (as amended and supplemented) was not sent or given by or on behalf of such indemnified party to such Person at or prior to the written confirmation of the sale of the Registrable Securities to such Person. The indemnification obligations under this Section 8(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 survive the transfer of such securities by such Holder. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in equity the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to each Underwriter Indemnified Partythe same extent as provided above with respect to the indemnification of the indemnified parties.

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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 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 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, the 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 8(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 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 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 therein, in light of the circumstances under which they were made, therein 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 in, or omission from any preliminary prospectuswhich it may have to the Representative, the Registration Statement or the ProspectusUnderwriters, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any controlling person thereof other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this than pursuant to Section 8(a) are not exclusive 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 in addition made available for inspection or copying or both to any liabilitythe Selected Dealer upon written request to the Representative therefor. The Selected Dealer acknowledges and confirms that, which by signing a counterpart of this Agreement, it shall be 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 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 or Section 20 of the Exchange Act (collectivelyAct), the “Underwriter Indemnified Parties,” officers, directors, agents and employees of each a “Underwriter such controlling person and any financial or investment adviser (each, an "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 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 , except to the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with extent that 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, (ii) the Registration Statement 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 8(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 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, 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; 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, the 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 8(a7(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 Upon the registration of Registrable Securities pursuant to this Agreement, and in consideration of the agreements of each Purchaser contained herein, and as an inducement to each Purchaser to purchase the Convertible Notes, the Company shall shall, and it hereby agrees to, indemnify and hold harmless the Underwriterseach Purchaser and its officers, their respective affiliates and each of their respective directors, officerspartners, membersemployees, employees representatives, underwriters and agents and each person, if any, who controls such Underwriters within the meaning of control person (as defined in Section 15 of the Securities Act 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, joint or several, to which the Purchaser or any of its officers, directors, partners, employees, representatives, underwriters and agents and each control 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 Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of registration statement under which such Registrable Securities were registered under the Securities Act Regulationspursuant to this Agreement, or arise out of any preliminary, final or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated summary prospectus contained therein or necessary furnished by the Company to make the statements thereinPurchaser, in light of the circumstances under which they were madeany officer, not misleading; director, partner, employee, representative, underwriter or (ii) an untrue statement agent or alleged untrue statement of a material fact contained in the Prospectuscontrol 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, therein not misleading in light of the circumstances under in which they were made, not misleadingand the Company shall, and shall it hereby agrees to, reimburse such Underwriter Indemnified Party the Purchaser, any officer, director, partner, employee, representative, underwriter or agent or control 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 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 inor alleged untrue statement or omission or alleged omission made in such registration statement, or omission from any preliminary preliminary, final or summary prospectus, 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 written information furnished to the Underwriter Information. The indemnification obligations under this Section 8(a) are not exclusive and will be in addition Company by such person expressly for use therein or is caused by the Purchaser's failure to deliver a copy of the registration statement or prospectus, or any liability, supplement or amendment of 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 Partyit is aware.

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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 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, the 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 8(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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 , 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, 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 8(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 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 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 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, 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, the Registration Statement or the Prospectus, or in any such amendment or supplement theretoIssuer Free-Writing Prospectus, or any Issuer Free Writing Prospectus (y) the omission or alleged omission to state in any other materials used such document a material fact required to be stated in connection with it or necessary to make the Offering statements in it not misleading; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission, or alleged untrue statement or omission, 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 8(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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, subject to Section 6(c)), 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, the 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, 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 alleged omission made in reliance upon and in strict 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 8(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 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, 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 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, the 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 8(a7(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 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 or Section 20 of the Exchange Act (collectivelyeach, the 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, 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 written information furnished to the Company by any Underwriter Information. The indemnification obligations under this Section 8(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” 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 misleadingthe terms of this Agreement or in connection with any Registration Statement or Prospectus; or (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, the 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 8(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter Information. The indemnification obligations under this specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by or on behalf of the several Underwriters consists of the information described as such in Section 8(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 Purchaser and hold harmless the Underwriters, their respective affiliates and each of their respective directorsits Affiliates, officers, membersdirectors, employees employees, agents, successors and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act assigns (collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Purchaser Indemnified Party”) from shall be indemnified and held harmless by the Company for and against any and all liabilities, losses, damages, claims, damages or liabilities costs and expenses, interest, awards, judgments and penalties (including in settlement attorneys’ and consultants’ fees and expenses) suffered or incurred by them (including any Action brought or otherwise initiated by any of any litigation if such settlement is effected with the prior written consent of the Companythem) (hereinafter a “Loss”), arising out of or resulting from: (a) the breach of any representation or warranty made by the Company in this Agreement (it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein); (b) the breach of any covenant or agreement by the Company contained in this Agreement; (c) liabilities of the Company or any Subsidiary arising from or relating to any breach of any covenant or agreement or non-performance of any obligation by the Company or any Subsidiary with respect to (i) an untrue statement the Certificates of Designations of the Preferred Stock, (ii) the Indenture, or alleged untrue statement (iii) the Existing Warrants, to the extent such breach or non-performance occurred prior to the Swap Closing and not due to any act or omission of a material fact contained Purchaser after the date hereof; and (d) liabilities of the Company or any Subsidiary arising from or relating to any of the Actions disclosed in Section 5.09 of the Disclosure Schedule (i) to the extent not reflected in the Registration Statement, including Company’s financial statements appearing in the information deemed most recent SEC Reports prior 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; date hereof or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectusif so reflected, 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 lossliabilities so reflected are in excess of US$1,000,000, claimin the aggregate, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectusthe reported amounts. To the extent that the Company’s undertakings set forth in this Section 9.02 may be unenforceable, the Registration Statement or Company shall contribute the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with maximum amount that it is permitted to contribute under applicable Law to the Offering made in reliance upon payment and in conformity with satisfaction of all Losses incurred by the Underwriter Information. The indemnification obligations under this Section 8(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 PartyParties.

Indemnification by the Company. The Company shall agrees to (i) indemnify and hold harmless the UnderwritersManager (including, their respective affiliates and each for purposes of their respective directorsthis Section 5, the officers, membersdirectors, employees and agents of the Manager), and each person, if any, who controls such Underwriters the Manager within the meaning of either Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyManager Indemnitees”) ), from and against any and all losses, claims, damages damages, liabilities or liabilities expenses, joint or several (each, a “Loss” and, collectively, “Losses”), to which any Manager Indemnitee may become subject under the Securities Act, the Exchange Act or any other federal or state 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 or delayed), only to the extent such Losses (or actions in respect thereof as contemplated below) arising arise out of or are based upon (iA) an any failure on the part of the Company to comply with the covenants and agreements contained in this Agreement or (B) any untrue statement or alleged untrue statement of a any 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, 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 the Prospectus or any supplement thereto, in light of the circumstances under which they were made, ) not misleading, and shall (ii) reimburse such Underwriter Indemnified Party each Manager Indemnitee for any reasonable legal or fees and other reasonable out-of-pocket expenses reasonably as such expenses are incurred by it such Manager Indemnitee in connection with evaluatinginvestigating, investigating defending, settling, compromising or defending against paying any such loss, claim, damage, liability Loss or action; provided, however, provided 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 (1) an untrue statement in, or alleged untrue statement or omission from any preliminary prospectusor alleged omission made in the Registration Statement, the Registration Statement or the Prospectus, 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 furnished in writing to the Underwriter InformationCompany by the Manager, (2) any untrue statement or omission of a material fact required to make such statement not misleading in the Prospectus that is corrected in an amended or supplemented Prospectus that was delivered to the Manager before the pertinent sale or sales by the Manager or (3) any untrue statement or alleged untrue statement or omission or alleged omission in the Registration Statement, the Prospectus or any amendment or supplement thereto, when used or distributed by the Manager during a period in which an Event Suspension or Suspension is properly in effect under Section 2(c) or (d). The Manager hereby agrees that if the Manager or any of its controlling persons is not entitled to indemnification obligations under for any Loss pursuant to this Section 8(a5(a) are not exclusive and will as a result of clause (1), (2) or (3) above, then none of the Manager Indemnitees shall be entitled to indemnification for such Loss pursuant to the terms of the indemnification provisions set forth 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 PartyPlan.

Indemnification by the Company. (a) The Company shall shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Purchaser, the Underwritersofficers, their respective affiliates directors, agents and employees of each of their respective directorsthem, officers, members, employees and agents and each person, if any, Person who controls any such Underwriters Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct) and the officers, directors, agents and employees of each such controlling Person, 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 or liabilities damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (including in settlement the cost (including without limitation, reasonable attorneys' fees) and expenses relating to an Indemnified Party's (as defined below) actions to enforce the provisions of any litigation if such settlement is effected with this SECTION 5.16) (collectively, "LOSSES"), as incurred, to the prior written consent of the Company) extent arising out of or relating to (i) an untrue statement any material misrepresentation or alleged untrue statement material breach of a any representation or warranty made by the Company in the Transaction Documents, or, (ii) any material fact breach of any covenant, agreement or obligation of the Company 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 RegulationsTransaction Documents, or arise (iii) any cause of action, suit or claim brought or made against such Indemnified Party and arising out of or are based upon the omission resulting from the Registration Statementexecution, delivery, performance or alleged omission to state therein, enforcement of the Transaction Documents executed pursuant hereto by any of the Indemnified Parties. If the indemnification provided for in this SECTION 5.16 is held by a material fact required court of competent jurisdiction to be stated therein or necessary unavailable to make an Indemnified Party with respect to any Losses, then the statements thereinIndemnifying Party (as defined below), in light lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of Losses in such proportion as is appropriate to reflect the relative fault of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement Indemnifying Party on the one hand and of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any Indemnified Party on the other materials used in connection with the Offering, actions or arise out of or are based upon omissions that resulted in such Losses as well as any other relevant equitable considerations. The Company shall notify 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 Purchasers promptly of the circumstances under institution, threat or assertion of any proceeding of 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, 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 aware in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under transactions contemplated by this Section 8(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 PartyAgreement.

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 of the Underwriters within the meaning of Section 15 of the Securities Act 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 therein, in light of the circumstances under which they were made, therein 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 in, or omission from any preliminary prospectuswhich it may have to the Representative, the Registration Statement or the ProspectusUnderwriters, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any controlling person thereof other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this than pursuant to Section 8(a) are not exclusive 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 in addition made available for inspection or copying or both to any liabilitythe Selected Dealer upon written request to the Representative therefor. The Selected Dealer acknowledges and confirms that, which by signing a counterpart of this Agreement, it shall be 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 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 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, 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 8(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 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 the 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 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 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, the 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 8(a7(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 Effective after the Closing, subject to the terms and conditions of this Article VIII, the Company shall indemnify hereby indemnifies the Purchasers and hold harmless the Underwriters, their respective affiliates Affiliates and their respective officers, directors, equity holders, managers and employees (“Purchaser Indemnified Parties”) against and shall hold each of their respective directorsthem harmless from any and all Damages arising from, officersbased upon, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act related to 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 associated with the prior written consent of the Company) arising out of (i) an untrue statement any breach or alleged untrue statement inaccuracy of a material fact any of the representations and warranties of the Company contained in the Registration Statement, including the information deemed to be a part Article VI of the Registration Statement at the time of effectiveness this Agreement 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 any breach of any covenant or alleged untrue statement agreement of a material fact contained the Company 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 this Agreement that survives Closing pursuant to state therein a material fact required to be stated therein or necessary to make the statements thereinthis Agreement, in light of the circumstances under which they were madeeach case, not misleadingEVEN IF SUCH DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluatingJOINT OR CONCURRENT), investigating or defending against such lossSTRICT LIABILITY OR OTHER LEGAL FAULT OF ANY PURCHASER INDEMNIFIED PARTY, claimINVITEE, damageOR THIRD PERSON, liability or actionAND WHETHER OR NOT CAUSED BY A PRE-EXISTING CONDITION; provided, however, that the Company no Purchaser Indemnified Party shall not be liable in any such case entitled 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, 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 8(a8.3 with respect to any Damages (other than Damages relating to Taxes) are in respect of the breach of any covenants or agreements of the Company the performance of which is in the control of such Purchaser. Notwithstanding anything in this Agreement to the contrary, for purposes of this Section 8.3, (A) the amount of Damages in respect of any breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not exclusive and contained any limitation or qualification as to materiality or Material Adverse Effect (which instead will be read as any adverse effect or change), and (B) the amount of Damages in addition respect of any breach of a representation or warranty (including any deemed breach resulting from the application of clause (A)) shall be determined without regard to any liability, limitation or qualification as to materiality or Material Adverse Effect (which the Underwriters might otherwise have and shall not limit instead will be read as any rights adverse effect or remedies which may otherwise be available at law change) set forth in such representation or in equity to each Underwriter Indemnified Partywarranty.

Indemnification by the Company. The Subject to Section 7.3.5, the Company shall agrees to indemnify and hold harmless the UnderwritersPurchaser, their respective affiliates and each of their respective the Purchaser’s officers, directors, officerstrustees, partners, members, employees and agents agents, and each person, if any, who controls such Underwriters or is under common control with the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyeach, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyPurchaser Indemnitee”) from and ), against any losses, claims, damages damages, liabilities or liabilities expenses, joint or several, to which such Purchaser Indemnitees may 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), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arising arise out of (i) an or are based upon any untrue statement or alleged untrue statement of a any material fact contained or incorporated by reference in the Registration Statement, including the financial statements and schedules, and all other documents filed as a part thereof, 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, under the Securities Act, or in the prospectus related thereto, in the form first filed with the Commission pursuant to Rule 424(b) under the Securities Act 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, 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, to the Registration Statement or in any other materials used in connection with the OfferingProspectus, or arise out of or are based upon the omission or alleged omission to state therein in any of them a material fact required to be stated therein or necessary to make the statements thereinin any of them, in light of the circumstances under which they were made, not misleading, and shall will reimburse such Underwriter Indemnified Party the Purchaser Indemnitee for any reasonable legal or and other expenses reasonably as such expenses are incurred by it such Purchaser Indemnitee or controlling person in connection with evaluatinginvestigating, investigating defending, settling, compromising or defending against paying any such loss, claim, damage, liability liability, expense or action; provided, however, that the Company shall will not be liable in any such case to a Purchaser Indemnitee to the extent that any such loss, claim, damage, liability 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 prospectusor alleged omission made in the Registration Statement, the Registration Statement or the Prospectus, 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 written information furnished to the Underwriter Information. The indemnification obligations Company by or on behalf of a Purchaser expressly for use in the Registration Statement, the Prospectus or any amendment or supplement thereto, or (ii) the failure of the applicable Purchaser to comply with the covenants and agreements contained in Section 5.2 or 7.2 of this Agreement regarding the resale of the Shares, or (iii) the inaccuracy of any representations and warranties made by the Purchaser in this Agreement or (iv) any untrue statement or omission of a material fact required to make such statement not misleading in any Prospectus that is corrected in any subsequent Prospectus or supplement thereto that was delivered to the applicable Purchaser a reasonable amount of time before the pertinent sale or sales by such Purchaser or (v) a direct claim against the Company by such Purchaser Indemnitee if such Purchaser Indemnitee is a person that is under this Section 8(a) are not exclusive and will be in addition common control with any Purchaser (as opposed 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 Partya third-party claim against such Purchaser Indemnitee).

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 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, 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 8(a7(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. (a) The Company shall agrees subsequent to the Closing to indemnify and hold harmless the Underwriters, their respective Buyer and its subsidiaries and affiliates and each of their respective persons serving as officers, directors, officers, members, partners or employees thereof (individually a “Buyer Indemnified Party” and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, collectively the “Underwriter Buyer Indemnified Parties,” and each a “Underwriter Indemnified Party”) harmless from and against any damages, liabilities, losses, claimstaxes, damages or liabilities fines, penalties, costs, and expenses (including in settlement including, without limitation, reasonable fees of counsel) of any litigation if such settlement is effected with the prior written consent of the Company) kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon (i) an any breach of any representation, warranty or covenant of the Company under this Agreement or in any certificate, delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants, (ii) any untrue statement or alleged untrue statement of a material fact contained in any report filed by the Registration Statement, including Company with the information deemed to be a part of SEC in connection with consummating 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, Transactions 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 the any omission 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, and shall reimburse such Underwriter Indemnified Party for or (iii) 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 transfer taxes related to the extent sale and issuance of the Shares to Buyer. (b) Buyer hereby acknowledges and agrees that (except in the case of fraud or willful breach of covenant, in which case Buyer reserves any such loss, claim, damage, expense or liability arises out and all rights and remedies available to it) its sole and exclusive remedy with respect to any and all claims relating to the subject matter of or is based upon an untrue statement in, or omission from any preliminary prospectus, this Agreement and the Registration Statement or Transactions shall be pursuant to the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or indemnification provisions set forth 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 8(a) are not exclusive 7 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 Partyspecific performance as contemplated by Section 8.13.

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 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; 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, the 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 8(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 or Section 20 of the Exchange Act Act) (collectivelyeach, the “Underwriter Indemnified Parties,” and 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 Prospectus, 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, the 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 8(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 or Section 20 20(a) of the Exchange Act (collectivelyAct) and the officers, directors, partners, employees, representatives and agents of each such Holder, Participating Broker-Dealer and controlling person, to the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, prospectus if (i) such Indemnified Party or related holder of a Registrable Security failed to send or deliver a copy of the Registration Statement 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 8(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 (a) To the fullest extent permitted by law, in consideration of the execution and delivery of this Agreement by the Lender and the agreement to purchase the Debentures and Warrants, the Credit Parties hereby jointly and severally agree to indemnify, exonerate and hold harmless the Underwriters, their respective affiliates Lender and each of their respective its directors, officers, membersshareholders, employees and employees, partners, consultants, agents and each persontheir respective heirs, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act successors and assigns (collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) free and harmless from and against any and all actions, causes of action, suits, losses, claimscosts, damages damages, expenses and liabilities, including legal fees (collectively, a “Loss”), incurred by the Lender as a result of, 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, or relating to (i) an untrue statement any tender offer, merger, purchase of equity interests, purchase of assets or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed other similar transaction financed or proposed to be a part of financed in whole or in part, directly or indirectly, with the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act RegulationsProceeds, 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 the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Credit Party, (iii) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Credit Party or the operations conducted thereon, (iv) the investigation, cleanup or remediation of offsite locations at which any Credit Party or their respective predecessors are alleged untrue statement to have directly or indirectly disposed of a material fact contained in Hazardous Substances or (v) the Prospectusexecution, delivery, performance or enforcement of any amendment or supplement theretoTransaction Agreement by the Lender, or in any other materials used in connection with except to 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 extent any such case Loss results from the Indemnified Party’s own gross negligence or willful misconduct (the “Indemnified Liabilities”). If and to the extent that the foregoing undertaking may be unenforceable for any such lossreason, claimCredit Party hereby jointly and severally agree to make the maximum contribution to the payment and satisfaction of each Loss which is permissible under applicable law. All Obligations provided for in this Section 8.1 shall survive repayment of the Obligations, damageassignment of the Debentures, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, the Registration Statement or the Prospectusforeclosure under, or any such amendment modification, release or supplement theretodischarge of, any or any Issuer Free Writing Prospectus or in any other materials used in connection with all of the Offering made in reliance upon Security Documents and in conformity with the Underwriter Information. The indemnification obligations under termination of this Agreement. (b) For purposes of this Section 8(a8.1, the determination of any Loss for indemnification hereunder shall take into account the net effect of each of the following on the Lender as it relates to each particular indemnity payment, if and as applicable: (i) are not exclusive the decrease in value, if any from such indemnification claim (x) in the Debentures and will be in addition to any liability, (y) the Warrant Shares; (ii) insurance proceeds which the Underwriters might otherwise have Lender received in respect of such matter; and shall not limit any rights or remedies (iii) indemnity payments which may otherwise be available at law or the Lender received from parties other than the Credit Parties hereunder in equity to each Underwriter Indemnified Party.respect of such matter

Indemnification by the Company. The Company shall and the Subsidiary each agrees, jointly and severally, 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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 or in any other materials used in connection with the OfferingSubsidiary has filed or is required to file pursuant to Rule 433(d) of the Rules 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 (x) neither the Company shall not nor the Subsidiary will 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, 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 alleged omission made in reliance upon and in conformity with written information furnished to the Company or the Subsidiary 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 8(a6(f) are not exclusive and (y) neither the Company nor the Subsidiary will be liable in addition any such case to the extent that any liabilitysuch loss, which claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from 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 PartySelling Stockholder Information.

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 or Section 20 of the Exchange Act (collectively, the each such person being sometimes hereinafter referred to as an “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyPerson”) 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 Offering, 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, the 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 8(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 indemnify and hold harmless each Holder, the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents of each Holder and each personPerson, if any, who controls any such Underwriters Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”Act) from and against any all losses, claimsliabilities, damages and expenses (including, without limitation, any legal or liabilities other expenses reasonably incurred in connection with defending or investigating any such action or claim) (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) collectively, "Losses"), 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 the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of 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 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 the 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, and shall reimburse except insofar as such Underwriter Indemnified Party Losses arise out of or are based upon the information relating to such Holder furnished to the Company in writing by such 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 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; and provided further, that the Registration Statement Company shall not be liable in any such case to the extent that any such loss, 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 sale of a Registrable Security to the person asserting such loss, damage, liability or expense who purchased such Registrable Security which is the subject thereof from such Holder. The Company shall also indemnify each underwriter, their officers and in conformity directors, and each Person who controls such Person (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent and with the Underwriter Information. The same limitations as provided above with respect to the indemnification obligations under this Section 8(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 Indemnified PartyHolders.

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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 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 and each person(including, if anywithout limitation, who controls such Underwriters within those retained in connection with the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act transactions contemplated by this Agreement) (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 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 any of them as a result of, or arising out of, or relating to (including in settlement a) any misrepresentation or breach of any litigation if such settlement is effected with representation or warranty made by the prior written consent Company in this Agreement or the Registration Rights Agreement or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the CompanyCompany contained in this Agreement or the Registration Rights Agreement or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Investor Indemnitee not arising out of (i) any action or inaction of an untrue statement or alleged untrue statement of a material fact contained in the Registration StatementInvestor Indemnitee, 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 arising out of or are based upon the omission resulting from the Registration Statementexecution, delivery, performance or alleged omission to state thereinenforcement of this Agreement or any other instrument, a material fact required to be stated therein document or necessary to make the statements therein, in light agreement executed pursuant hereto by any 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 Investor Indemnitees. To the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with extent that the Offering, or arise out of or are based upon foregoing undertaking by the omission or alleged omission to state therein a material fact required to Company may 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 unenforceable for any legal or other expenses reasonably incurred by it in connection with evaluatingreason, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case make the maximum contribution to the extent that any such loss, claim, damage, expense or liability arises out payment and satisfaction of or is based upon an untrue statement in, or omission from any preliminary prospectus, each of 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 8(a) are not exclusive and will be in addition to any liabilityIndemnified 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 Except as otherwise specifically provided in any Reorganization Agreement and subject to the provisions of this Article II, 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 or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Newco Indemnitees from and against any lossesagainst, claimsand pay or reimburse the Newco Indemnitees for, 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 all Indemnifiable Losses, as incurred: (i) an relating to or arising from the Retained Assets or the Retained Liabilities (including the failure by the Company or any member of the Company Group to pay, perform or otherwise discharge such Retained Liabilities in accordance with their terms), whether such Indemnifiable Losses relate to or arise from events, occurrences, actions, omissions, facts or circumstances occurring, existing or asserted before, at or after the Effective Time; (ii) arising from 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 any of the Registration Statement at Filings or in 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 Consent 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 ; but only in each case with respect to information provided by Acquiror relating to Acquiror or any legal or of its Subsidiaries other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that than the Company shall not be liable Group contained in or omitted from the Filings or the Consent Statement; (iii) relating to or arising from the breach by Acquiror or any such member of the Company Group of any agreement or covenant contained in a Reorganization Agreement (other than, in the case of the Company Group, an agreement or covenant contained in the Merger Agreement assumed by Newco pursuant to the extent that any such loss, claim, damage, expense Distribution Agreement) which does not by its express terms expire at the Effective Time or liability arises out of or which is based upon an untrue statement in, or omission from any preliminary prospectus, not by its express terms required to be performed prior to 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 Effective Time; or (iv) incurred in connection with the Offering made in reliance upon enforcement by the Newco Indemnitees of their rights to be indemnified, defended and in conformity with the Underwriter Information. The indemnification obligations held harmless under this Section 8(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 PartyAgreement.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective the Investors, the officers, directors, officerspartners, members, employees managers, trustees, employees, advisors and agents and other representatives, successors and assigns of each personInvestor, if any, each Person who controls any such Underwriters Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) and the officers, directors, partners, members, managers, trustees and employees of each such controlling Person (collectivelyeach, the an “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and ), against any losses, claims, damages damages, liabilities or liabilities expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation (including in settlement of any litigation 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 provided that such consent shall not 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 Regulationsunreasonably withheld, conditioned, or delayed), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon in whole or in part on the omission from inaccuracy in 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; or (ii) an untrue statement or alleged untrue statement of a material fact Company contained in this Agreement or 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 Indemnified Party for any legal or and other expenses reasonably incurred as such expenses are reasonably incurred by it such 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(i) the failure of such Indemnified Party (or its related parties) to comply with the covenants and agreements contained herein, or omission from (ii) the inaccuracy of any preliminary prospectus, the Registration Statement representations made by such Indemnified Party (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 8(aits related parties) 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 Partyherein.

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 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, the 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 8(a7(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 the extent permitted by law, to indemnify and hold harmless each of the UnderwritersAgents, the Forward Sellers and the Forward Purchasers, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters any of the Agents, the Forward Sellers and the Forward Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any and all losses, claims, damages or liabilities liabilities, joint or several, to which they or any of them may become subject under the Securities Act or otherwise, and to reimburse the Agents, the Forward Sellers and the Forward Purchasers and such affiliates and controlling person or persons, if any, for any legal or other expenses incurred by them in connection with defending any action, suit or proceeding (including governmental investigations) as provided in settlement of any litigation if Section 11(c), insofar as such settlement is effected with the prior written consent of the Companylosses, claims, damages, liabilities or actions, suits or proceedings (including governmental investigations) arising arise out of (i) an or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration StatementStatement or the Prospectus, including or, if the Prospectus shall be amended or supplemented, in the Prospectus as so amended or supplemented, the information deemed contained in any Issuer Free Writing Prospectus or any issuer information (within the meaning of Rule 433 under the Securities Act) 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 of Rule 433(d) under 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, therein not misleading, and shall reimburse except insofar as such Underwriter Indemnified Party for any legal losses, claims, damages, liabilities or other expenses reasonably incurred by it in connection with evaluatingactions, investigating suits 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 proceedings (including governmental investigations) arise out of or is are based upon an any such untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, the or alleged omission that was made in such Registration Statement or the Prospectus, or any such amendment in the Prospectus as so amended or supplement theretosupplemented, or any Issuer Free Writing Prospectus or in any other materials used in connection with issuer information (within the Offering made meaning of Rule 433 under the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act in reliance upon and in conformity with information furnished in writing to the Underwriter InformationCompany by the Agents, the Forward Sellers and the Forward Purchasers expressly for use therein, which information shall be limited to the matters set forth in the second sentence of the third paragraph of Section 6(a)(1). The indemnification obligations under Company’s indemnity agreement contained in this Section 8(a11(a), and the covenants, representations and warranties of the Company contained in this Agreement, shall remain in full force and effect regardless of any investigation made by or on behalf of any person, and shall survive the delivery of and payment for the Shares hereunder, and the indemnity agreement contained in this Section 11 shall survive any termination of this Agreement. The liabilities of the Company in this Section 11(a) are not exclusive and will be in addition to any liability, which other liabilities of the Underwriters might otherwise have and shall not limit any rights Company under this Agreement or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyotherwise.

Indemnification by the Company. The (a) From and after the Closing, and subject to the limitations set forth in this Article X and Section 11.1, the Company shall indemnify indemnify, defend and hold harmless the Underwriters, Acquiror and its Affiliates and their respective affiliates and each of their respective directors, officers, members, directors and employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Acquiror Indemnified Parties,” ”) against, and each reimburse any Acquiror Indemnified Party for, all Losses suffered or incurred by such Acquiror Indemnified Party to the extent such Losses resulted from: (i) any breach or inaccuracy of any representation or warranty (a “Underwriter Indemnified PartyWarranty Breach”) made by the Company in this Agreement or any certificate delivered hereunder; (ii) any breach or failure by the Company to perform any of its covenants or obligations contained in this Agreement; or (iii) any Excluded Liability or Excluded Asset. (b) Notwithstanding any other provision to the contrary contained in this Agreement, except in the case of Fraud, (i) the Company shall not be required to indemnify, defend or hold harmless any Acquiror Indemnified Party against, or reimburse any Acquiror Indemnified Party for, any Losses with respect to Warranty Breaches (other than, in the case of clauses (B) and (C) below, Warranty Breaches in respect of (x) the Fundamental Representations or (y) the representations set forth in Section 3.8(b), Section 3.18 or Section 3.21 (such Warranty Breaches, the “Specified Warranty Breaches”)), (A) to the extent the amount of such Loss was specifically reflected in the Closing Adjustment or the Post-Closing Adjustment (including as resolved pursuant to the Post-Closing Adjustment procedures set forth in Section 2.7, Section 2.8 or Section 2.9), (B) with respect to any claim (and aggregating all Losses with respect to claims arising from substantially identical facts) unless such claim (or claims) involves Losses in excess of $200,000 (nor shall such item be applied to or considered for purposes of calculating the aggregate amount of the Acquiror Indemnified Parties’ Losses) and against (C) until the aggregate amount of the Acquiror Indemnified Parties’ Losses exceeds $5,920,000 (the “Deductible Amount”), after which the Company shall only be obligated for such aggregate Losses of the Acquiror Indemnified Parties in excess of the Deductible Amount, but only if such Losses also meet the requirements of subclauses (A) and (B) of clause (i) of this Section 10.1(b); and (ii) the cumulative indemnification obligation of the Company under Section 10.1(a)(i) (other than in respect of any lossesSpecified Warranty Breaches) shall in no event exceed $29,600,000. Notwithstanding anything in this Article X to the contrary, claimsexcept in the case of Fraud, damages or liabilities the Company shall in no event be required to indemnify the Acquiror Indemnified Parties pursuant to under Section 10.1(a)(i) (including in settlement respect of any litigation if such settlement is effected with the prior written consent Specified Warranty Breaches) for Losses in excess of the CompanyPurchase Price. (c) arising out For purposes of applying the post-closing indemnification remedies provided in this Article X, when (i) an untrue statement determining whether any breach or alleged untrue statement inaccuracy of a material fact contained representation or warranty in the Registration Statement, including the information deemed to be a part this Agreement or in any of the Registration Statement at Ancillary Agreements made by the time of effectiveness Company in this Agreement has occurred 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 calculating the amount of a material fact contained in the Prospectus, or any amendment or supplement Losses relating thereto, in each case, the representations and warranties made by the Company in this Agreement shall be considered and applied without regard to any reference as to “materiality,” “Material Adverse Effect” 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 similar materiality qualifications set forth 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 foregoing shall not be liable in any such case apply to the extent materiality qualifications (A) set forth in the first sentence in Section 3.9(a), (B) set forth in clause (ii) of Section 3.10(a) solely with respect to the list of material Environmental Permits referred to therein and (C) when used as part of the defined terms “Material Contract”, “Material Adverse Effect”, “Material Customers” and “Material Suppliers”; provided, further, 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, 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 8(a10.1(c) are not exclusive and will be shall in addition to no respect modify the other provisions of this Agreement for purposes of determining whether any liability, which the Underwriters might otherwise conditions set forth in Article VIII have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partybeen satisfied.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the UnderwritersBTIG, their respective affiliates and each of their respective its directors, officers, membersemployees, employees affiliates and agents and each person, if any, person who controls such Underwriters BTIG within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act (collectivelyagainst any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any Exchange Act or other Federal or state statutory law or regulation, at common law 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 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 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 theretoIssuer Free Writing Prospectus, or in any other materials used in connection with amendment or supplement to any of the Offeringforegoing, 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 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 evaluating, investigating or defending against any 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, 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 alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of BTIG specifically for inclusion therein, it being understood and agreed that the only such information furnished by BTIG consists of the information described as such in subsection (b) below. The indemnification obligations under this Section 8(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 shall, to the full extent permitted by law, indemnify and hold harmless the Underwriterseach Holder and its Affiliates, and their respective affiliates and each of their respective managing directors, officers, membersdirectors, managers, officers, employees and agents and each person(each, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Holder Indemnified Party”) from and ), against any losses, claims, damages damages, expenses or liabilities liabilities, joint or several (including collectively, “Losses”), to which such Holder Indemnified Party may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, 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 part any registration statement of the Registration Statement at the time of effectiveness and at Company, any subsequent time pursuant to Rules 430A and 430B preliminary prospectus of the Securities Act RegulationsCompany, 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 final prospectus of the circumstances under which they were made, not misleading; Company or (ii) an untrue statement or alleged untrue statement of a material fact summary prospectus contained in the Prospectustherein, 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, in the light of the circumstances under which they were made, ) not misleading, and the Company shall reimburse such Underwriter each Holder Indemnified Party for any legal or any other expenses reasonably incurred by it them in connection with evaluating, investigating or defending against any such loss, claim, damage, liability Loss (or actionaction or proceeding in respect thereof); provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense Loss (or liability action or proceeding in respect thereof) 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 registration statement, preliminary prospectus, the Registration Statement or the Prospectusfinal prospectus, or any such summary prospectus, 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 or on behalf of such Holder for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any such Holder Indemnified Party, and shall survive the transfer of Shares by a Holder. The indemnification obligations under this Section 8(aCompany shall also indemnify each other Person that participates (including as an underwriter) are not exclusive in the offering or sale of Registrable Securities, and will be in addition such Person’s Affiliates, and their respective managing directors, officers, directors, managers, officers, employees and agents, 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 same extent as provided above with respect to each Underwriter Indemnified PartyHolder.

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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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 (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, 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 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 8(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 UnderwritersInvestor and the Investor’s affiliates, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, person who controls such Underwriters the Investor within the meaning of Section 15 of the Securities Act 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 damages, expenses or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses 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 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 Shares as originally filed or in any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsamendment thereof, 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 theretoProspectus Supplement, or in any other materials used in connection with the Offeringamendment 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 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 defending or defending against settling any 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, 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, 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 alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter Information. The indemnification obligations under this Section 8(a) are not exclusive and will be in addition to any liability, which Company by or on behalf 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 PartyInvestor specifically for inclusion 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, 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 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 8(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 Purchaser and its Affiliates and their respective officers, directors, agents, employees, Subsidiaries, partners and controlling Persons (each, a "Company Indemnified Party") from and against any and all liabilities, ------------------------- claims, losses, damages, judgments, and settlements resulting from a third-party claim (including interest and penalties recovered by a third party with respect thereto and reasonable attorneys' fees and other expenses and reasonable fees and expenses incurred in the investigation or defense of any of same or in asserting, processing or enforcing any of the rights of Purchaser arising under this Article X) (collectively, "Company Liabilities"), to which any Company ------------------- Indemnified Party -27- may become subject, insofar as such Company Liabilities arise from or relate to, directly or indirectly, (i) a breach of a representation or warranty of the Company contained in this Agreement, (ii) any failure by the Company to perform or comply with any covenant contained in this Agreement, or (iii) this Agreement or any other Transaction Document, or any of the transactions contemplated thereby or from any investigation, litigation, or other proceeding relating to any of the foregoing, except to the extent incurred by reason of the gross negligence or willful misconduct of a Company Indemnified Party. The Company also agrees to indemnify and hold harmless the UnderwritersCompany Indemnified Parties from any Company Liabilities to which the Company may become subject, their respective affiliates and each of their respective directorsinsofar as such Company Liabilities arise from or relate to, officersdirectly or indirectly, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act 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 breach of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement representation or alleged untrue statement of a material fact contained warranty set forth 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, 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 8(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 Party5.25 herein.

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 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 of the circumstances under which they were made, not misleading; , or (ii) arise out of or 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, the 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 8(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 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, 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 misleading; (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, the Registration Statement 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 Underwriters’ Information. The indemnification obligations under this Section 8(a7(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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 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, if applicable, or arise out of or are based upon on the omission from the Registration Statement, or alleged omission to state therein, therein a material fact required to be stated therein thereon or necessary in order 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 any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, any issuer free writing prospectus, or any amendment issuer information that the Company has filed or supplement thereto, 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 on 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, 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, 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 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 8(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 harmless, to the Underwritersfull extent permitted by law, their the Principal Stockholder, each shareholder, member, limited or general partner of the Principal Stockholder, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of any of the foregoing entities’ respective affiliates Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons 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 or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages damages, liabilities and expenses, joint or liabilities 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 the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of under which such Registrable Securities are registered or sold under the Securities Act Regulations(including any final, preliminary 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 summary Prospectus contained therein or necessary to make the statements any amendment thereof or supplement thereto or any documents incorporated by reference 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 or preliminary 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 Principal Stockholder shall not be liable entitled to indemnification pursuant to this Section 3.9(a) in respect of any untrue statement or omission contained in any information relating to such case party furnished in writing by such party 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, the Company specifically for inclusion in a Registration Statement or and used by 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 Company in conformity with the Underwriter therewith (such information, “Selling Stockholder Information”). The indemnification obligations under this Section 8(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 party or any indemnified party and shall not limit survive the Transfer of such securities by such party and regardless of any rights or remedies which may otherwise be available at law or indemnity agreed to in equity the underwriting agreement that is less favorable to the Principal Stockholder. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Underwriter Indemnified PartyPerson who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification of the indemnified parties.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective its affiliates (as such term is defined in Rule 405), directors and each of their respective 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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, to the extent that any such expense is not paid under the foregoing clauses (i) or (ii); 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, 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 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 Informationconsists of the information described as such in Section 6(e). The indemnification obligations under this Company also agrees to indemnify and hold harmless the QIU, its affiliates (as such term is defined in Rule 405), directors and officers and each person if any who controls the QIU within the meaning of Section 8(a) are 15 of the Act or Section 20 of the Exchange Act from any and all losses, claims, damages, or liabilities, joint or severally incurred as a result of the QIU’s acting as a “qualified independent underwriter” within the meaning of Rule 5121 in connection with the offering of the Firm’s Shares and Option Shares; provided, however, that the Company will not exclusive and will be liable in addition any such case to the extent that any liabilitysuch loss, which claim, damage, liability or action results from the Underwriters might otherwise have and shall not limit willful misconduct of the QIU or any rights of its affiliates (as such term is defined in Rule 405), directors or remedies which may otherwise be available at law officers or in equity to each Underwriter Indemnified Partyany person, if any, who controls the QIU within the meaning of Section 15 of the Act or Section 20 of the Exchange Act.

Indemnification by the Company. The Company shall indemnify Investor and hold harmless the Underwriters, their respective affiliates and each of their respective directorsits Affiliates, officers, membersdirectors, employees employees, agents, successors and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act assigns (collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Investor Indemnified Party”) from shall be indemnified and held harmless by the Company for and against any and all Liabilities, Taxes, losses, diminution in value, damages, claims, damages or liabilities costs and expenses, interest, awards, judgments and penalties (including in settlement reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of any litigation if such settlement is effected with the prior written consent of the Companythem) (hereinafter a “Loss”) arising out of or resulting from: (a) the breach of any representation or warranty made by the Company contained in this Agreement or the Stockholder Agreement (it being understood that such representations and warranties shall be interpreted without giving any effect to any limitations or qualifications as to “materiality” (including the word “material”), “material adverse effect” or “Material Adverse Effect” set forth therein); (b) the breach of any covenant or agreement by the Company contained in this Agreement or the Stockholder Agreement (other than any such breach that takes place, and is disclosed in reasonable detail in a separate written instrument delivered by the Company to the Investor, prior to the Closing, which written instrument specifically includes an acknowledgement by the Company that (i) an untrue statement the closing condition set forth in Section 6.02(a)(ii) has not been and cannot be satisfied, and that the Investor is not required to consummate the Closing, as a result of such breach (ii) the Investor shall have the right to terminate this Agreement pursuant to Section 8.01(g) without any cost or alleged untrue statement of liability to the Investor, and (iii) the Company waives and releases any right to commence any Action against the Investor if the Investor determines not to consummate the Closing and/or terminates the Agreement as a material fact contained in result thereof); (c) any and all Taxes (or the Registration Statement, including the information deemed to be a part non-payment thereof) of the Registration Statement at Company or any Subsidiary for all taxable periods (or portions thereof) ending on or before the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B date of the Securities Act RegulationsClosing; or (d) any and all Losses suffered or incurred by the Investor, the Company or arise any Subsidiary arising out of or are based upon the omission resulting 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 actionLitigation; provided, however, that the Investor Indemnified Parties shall only be indemnified and held harmless by the Company shall not for and against Losses resulting from amounts paid, agreed to be liable in any such case paid or obligated to be paid by the Company arising out of or related to the Indemnified Litigation to the extent that such amounts exceed $90 million in the aggregate (and any Investor’s Loss relating to any amount paid by the Company will be the Investor’s proportionate share of such lossamount, claimbased on the percentage that the number of Shares owned by the Investor is of all of the outstanding Shares, damagegrossed up as provided in the following paragraph). The parties acknowledge and agree that the items set forth in Section 3.19 of the Disclosure Schedule are set forth solely for purposes of responding to the representations and warranties in Article III of this Agreement and shall have no effect on the right of an Investor Indemnified Party to be indemnified and held harmless for any Loss pursuant to Section 7.02(c) hereof. In determining the amount of any Losses suffered by the Investor for which it is entitled to indemnification hereunder, expense or liability arises out such Losses shall be grossed up to reflect the fact that as a shareholder of or is based upon an untrue statement in, or omission from any preliminary prospectusthe Company the Investor will be indirectly paying a portion of such Losses to itself pursuant to the indemnity provisions hereunder so that after grossing-up such Losses, the Registration Statement or amount paid to the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or Investor pursuant to the indemnity provisions hereunder net of the amount which the Investor is indirectly paying to itself will be equal to the Losses suffered by the Investor. To the extent that the Company’s undertakings set forth 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 8(a) are not exclusive 7.02 may be unenforceable, the Company shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and will be in addition to any liability, which satisfaction of all Losses incurred 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 Investor Indemnified PartyParties.

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 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 in which they were made, not misleading; or (ii) an untrue statement 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 untrue statement violation by the Company or its agents of a material fact contained in the Prospectus1933 Act, the 1934 Act or any amendment similar federal or supplement thereto, state law or in any other materials used rule or regulation promulgated thereunder applicable to the Company or its agents and relating to any action or inaction required of the Company in connection with the Offering, registration or arise out of the offer 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 sale of the circumstances under which they were made, not misleading, 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 shall 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, the 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 8(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 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 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 in which they were made, not misleading; or misleading; (ii) an untrue statement 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 untrue statement violation by the Company or its agents of a material fact contained in the Prospectus1933 Act, the 1934 Act or any amendment similar federal or supplement thereto, state law or in any other materials used rule or regulation promulgated thereunder applicable to the Company or its agents and relating to any action or inaction required of the Company in connection with the Offering, registration or arise out of the offer 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 sale of the circumstances under which they were made, not misleading, 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 an Investor’s behalf and shall 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 action; Losses; 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 an Investor or any preliminary prospectus, the 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 8(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 harmless, the UnderwritersStockholders, its Affiliates, and their respective affiliates and each of their respective officers, directors, officers, members, employees employees, representatives and agents agents, successors and assigns, and each personother Person, if any, who controls such Underwriters the Stockholders (each, a “Holder Indemnitee” and collectively, the “Holder Indemnitees’) within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively1933 Act, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities, joint or several, and expenses (including reasonable attorneys’ fees and disbursements and other reasonable expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened, and the costs of enforcement thereof) to which they may become subject under the 1933 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 or are based upon: (iA) an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement; (B) any preliminary Prospectus or final Prospectus contained therein, including or any amendment or supplement thereof; (C) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information deemed furnished by the Company filed in any state or other jurisdiction in order to be a part qualify any or all of the Registration Statement at Registrable Securities under 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 securities laws thereof; (D) the omission from the Registration Statement, or alleged omission to state in any Registration Statement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof 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; (E) any violation by the Company or (ii) an untrue statement its agents of any rule or alleged untrue statement regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used Company in connection with such registration; or (F) any failure to register or qualify the Offering, Registrable Securities included in any such Registration Statement in any state where the Company or arise out of its agents has affirmatively undertaken or are based upon agreed in writing that the omission Company will undertake such registration 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 actionqualification; provided, however, that the Company shall will not be liable in any such case if and 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 or omission or alleged omission made in conformity with representations, warranties or certifications made by Sellers pursuant to the Transaction Documents, or omission from made in conformity with information regarding a Holder Indemnitee furnished by any preliminary prospectus, the Holder Indemnitee in writing specifically for use in such Registration Statement or the Prospectus, or any in the case of an occurrence of an Allowed Delay or of an event of the type specified in Section 3(h), the use by such amendment Holder Indemnitee of an outdated or supplement theretodefective Prospectus after the Company has notified the Stockholders in writing that the Prospectus is outdated or defective and prior to the receipt by the Stockholders of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of such amended or any Issuer Free Writing supplemented Prospectus the misstatement 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 8(a) are not exclusive and will be in addition omission giving rise to any liability, which the Underwriters might otherwise such liability would have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partybeen corrected.

Indemnification by the Company. (a) The Company shall not indemnify the Manager or any of its Affiliates for any loss or liability suffered by the Manager or the Affiliate, or hold the Manager or the Affiliate harmless for any loss or liability suffered by the Company, unless all of the following conditions are met: (i) The Manager or Affiliate has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; (ii) The Manager or the Affiliate was acting on behalf of or performing services for the Company; and (iii) Such liability or loss was not the result of negligence or misconduct by the Manager or the Affiliate. (b) Notwithstanding the foregoing, the Manager and its Affiliates shall not be indemnified by the Company for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws unless one or more of the following conditions are met: (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 Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violation of securities laws. (c) The Company shall advance funds to the Manager or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied: (i) The legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) The Manager or the Affiliate undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such Manager or Affiliate is found not to be entitled to indemnification. (d) Notwithstanding the foregoing, the Manager shall not be entitled to indemnification or be held harmless pursuant to this Section 21 for any activity which the Manager shall be required to indemnify or 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 Company pursuant to Section 22. (e) Any amounts paid pursuant to this Section 21 shall be recoverable or paid only out the meaning of Section 15 net assets of the Securities Act or Section 20 of the Exchange Act (collectively, the “Underwriter Indemnified Parties,” Company and each a “Underwriter Indemnified Party”) not 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, 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 8(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 PartyShareholders.

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, 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, 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 8(a7(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 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 or Section 20 of the Exchange Act (collectivelyAct, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) 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 any Testing-the-Waters Communication or are based upon (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, 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, 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 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 8(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 indemnify the Administrative Agent (and hold harmless the Underwritersany sub-agent thereof), their respective affiliates each Bank and each Related Party of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 any of the Securities Act or Section 20 of the Exchange Act foregoing Persons (collectivelyeach, the an “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable, invoiced fees, disbursements and other charges of a single external counsel to the Indemnified Parties plus a single local counsel in each relevant jurisdiction and a single special counsel in each relevant specialty (and, in the case of any conflict of interest, one additional counsel (plus local and special counsel) to each group of Indemnified Parties similarly situated subject to such conflict)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case to the extent arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Acquisition or any related transaction or (b) the Loans or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence, willful misconduct or material breach of its obligations under this Agreement. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company, its equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Acquired Company or their respective Subsidiaries or Affiliates, or to their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful misconduct or material breach of its obligations under this Agreement. Notwithstanding any other provision of this Agreement, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct or actual damages resulting from the bad faith, gross negligence or willful misconduct of such Indemnified Party as determined by a final and nonappealable judgment of a court of competent jurisdiction. Without limiting the provisions of Section 2.12.4, this Section 10.9.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) damages, etc. 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, 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 8(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 Partynon-Tax claim.