Common use of Indemnification by the Company Clause in Contracts

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

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

Indemnification by the Company. (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 of 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, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified 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 of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”Act) such Holder from and against any and all losses, claims, damages or damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including in settlement reasonable costs of any litigation if such settlement is effected with the prior written consent of the Companyinvestigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) an any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the any Registration Statement at under which the time sale of effectiveness and at such Registrable Securities was Registered under the Securities Act (including any subsequent time final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rules 430A and 430B Rule 433(d) of the Securities Act RegulationsAct, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made, ) not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such loss, claim, damage, expense or liability Loss arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission made in any preliminary prospectus, any such Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by such indemnified party expressly for use in the preparation thereof. The indemnification obligations under this Section 7(a) are not exclusive and will This indemnity shall be in addition to any liability, which liability the Underwriters might Company may otherwise have have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partysurvive the transfer of such securities by such Holder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Indemnification by the Company. The Upon the registration of the Registrable Securities pursuant to Section 2 hereof, the Company shall indemnify and hold harmless each Purchaser, Electing Holder and each underwriter, selling agent or other securities professional, if any, which facilitates the Underwritersdisposition of Registrable Securities, their respective affiliates and each of their respective directors, officers, members, employees officers and agents directors and each person, if any, person who controls such Underwriters Purchaser, Electing Holder, underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the each such person being sometimes referred to as an “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyPerson”) from and as follows: (i) against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (including or actions in settlement of any litigation if such settlement is effected with the prior written consent of the Companyrespect thereof) arising arise out of (i) or are based upon an untrue statement or alleged untrue statement of a material fact contained in the any Shelf Registration Statement, including the information deemed any Rule 430B Information, under which such Registrable Securities are to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of registered under the Securities Act RegulationsAct, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated any Prospectus contained therein or necessary furnished by the Company to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectusany Indemnified Person, or any amendment or supplement thereto, or in any other materials used in connection with the OfferingIssuer Free Writing Prospectus, 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 not misleading; (ii) against any losses, claims, damages or liabilities (or actions in light respect thereof), as incurred, to the extent of the circumstances under which they were madeaggregate amount paid in settlement of any litigation, not misleadingor any investigation or proceeding by any governmental agency or body, and shall commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company, except as provided in Section 5(d); and (iii) the Company hereby agrees to reimburse such Underwriter Indemnified Party Person for any legal or other expenses reasonably incurred by it them in connection with evaluating, investigating or defending against any such loss, claim, damage, liability action or actionclaim as such expenses are incurred; provided, however, that the Company shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage, expense damage or liability arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from any preliminary prospectus, any or alleged omission made in such Shelf Registration Statement or the Prospectus, or any such amendment or supplement theretosupplement, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Company by such Indemnified PartyPerson expressly for use therein.

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

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

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

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

Indemnification by the Company. The Company shall agrees to indemnify the Purchaser and hold harmless the Underwritersits Representatives (collectively, 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 Purchaser Related Parties,” and each a “Underwriter Indemnified Party”) from and against any costs, losses, claimsliabilities, damages damages, or liabilities expenses of any kind or nature whatsoever, and hold each of them harmless against, any and all actions, 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 costs, losses, liabilities, damages, or expenses of any litigation if kind or nature whatsoever (including 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 way related to (a) the failure of any of the representations or warranties made by the Company contained herein to be true and correct in connection all material respects as of the date made (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with the Offeringrespect to which such representation or warranty, or arise out applicable portions thereof, must have been true and correct) or (b) the breach of or are based upon any covenants of the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinCompany contained herein, provided that, in light the case of the circumstances under which they were madeimmediately preceding clause (a), not misleading, and shall reimburse such Underwriter Indemnified Party claim for any legal indemnification is made prior to the expiration of the survival period of such representation or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionwarranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Company shall constitute the date upon which such claim has been made. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages under this Section 5.01; provided, however, that such limitation shall not be liable in prevent any Purchaser Related Party from recovering under this Section 5.01 for any such case damages to the extent that any such loss, claim, damage, expense damages are direct damages in the form of diminution in value or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used are payable to a third party in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyThird-Party Claims.

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

Indemnification by the Company. The To the extent permitted by law, the Company shall shall, and it hereby agrees to, indemnify and hold harmless the Underwriterseach Shareholder, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, person who controls such Underwriters within the meaning of Section 15 participates as a placement or sales agent or as an underwriter in any offering or sale of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and Registrable Securities, against any losses, claims, damages or liabilities to which the Shareholder or such agent or underwriter may become subject, insofar as such losses, claims, damages or liabilities (including or actions or proceedings in settlement of any litigation if such settlement is effected with the prior written consent of the Companyrespect thereof) arising (collectively, “Claims”) arise out of (i) or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany registration statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at or any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationspreliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, 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 in which they were made, not misleading, and shall the Company shall, and it hereby agrees to, promptly reimburse each Shareholder or any such Underwriter Indemnified Party agent or underwriter for any legal or other out-of-pocket expenses reasonably incurred by it them in connection with evaluating, investigating or defending against any such loss, claim, damage, liability or actionClaims; 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 or liability arises Claims arise out of or is are based upon an untrue statement inor alleged untrue statement or omission or alleged omission made in such registration statement, or omission from any preliminary or final prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter Information. The indemnification obligations under this Section 7(aCompany by the Shareholders or any agent, underwriter or representative of the Shareholders, or by the Shareholders’ failure to furnish the Company, upon request, with the information with respect to the Shareholders, or any agent, underwriter or representative of the Shareholders, or the Shareholders’ intended method of distribution, that is the subject of the untrue statement or omission or if the Company shall sustain the burden of proving that the Shareholders or such agent or underwriter sold securities to the person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) are not exclusive and will be in addition to or of the applicable prospectus, as then amended or supplemented (excluding any liabilitydocuments incorporated by reference therein), which if the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity Company had previously furnished copies thereof to each Underwriter Indemnified PartyShareholder or such agent or underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a and, each, an “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(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 Underwriters, their respective affiliates and each of their respective directorsthe Placement Agent, officerseach director and officer of the Placement Agent, members, employees and agents and each person, if any, who controls such Underwriters the Placement Agent within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and Act, against any losses, claims, damages damages, liabilities or liabilities expenses, joint or several, to which the Placement Agent or such controlling person 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, which consent shall not be unreasonably withheld), 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 in the Registration Statement, including the Prospectus, financial statements and schedules, and all other documents filed as a part thereof, as amended at the time of effectiveness of the Registration Statement, including any information deemed to be a part thereof as of the time of effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434, of the Rules and Regulations, or the Prospectus, in the form first filed with the Commission pursuant to Rule 424(b) of the Regulations, or filed as part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of if no Rule 424(b) filing is required (the Securities Act Regulations, 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 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, or arise out of or are based in whole or in part on any inaccuracy in the representations and shall warranties of the Company contained in this Agreement, or any failure of the Company to perform its obligations under this Agreement or under law, and will reimburse the Placement Agent, each director and officer of the Placement Agent, and each such Underwriter Indemnified Party controlling person for any legal or and other expenses as such expenses are reasonably incurred by it the Placement Agent, director and officer of the Placement Agent, and or such 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 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 or alleged omission made in the Registration Statement, the Prospectus or any preliminary prospectus, any amendment or supplement of the Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Placement Agent expressly for use in the Registration Statement or the Prospectus, or any such amendment (ii) the failure of the Placement Agent to comply with the covenants and agreements contained in Sections 4.2 or supplement thereto6.2 of this Agreement respecting resale of the Warrant Shares, or (iii) the inaccuracy of any Issuer Free Writing Prospectus representations made by the Placement Agent in this Agreement or (iv) any untrue statement or omission of a material fact required to make such statement not misleading in any other materials used Prospectus that is corrected in connection with any subsequent Prospectus that was delivered to the Offering made in reliance upon and in conformity with Placement Agent before the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which pertinent sale or sales 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 PartyPlacement Agent.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective affiliates its affiliates, directors and each of their respective directors, officers, members, employees and agents officers and each person, if any, who controls such Underwriters Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 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 thereintherein not misleading, 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 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, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter Information. The indemnification obligations under this through you, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by an Underwriter consists of the information described as such in Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party6(e).

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriterseach Underwriter, their respective 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 of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) Act, from and against any losses, claims, damages or liabilities liabilities, joint or several, to which an Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules 430A and 430B of the Securities Act Regulations, or arise out if applicable, any Preliminary Prospectus, the Time of or are based upon the omission from the Registration StatementSale Disclosure Package, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or any road show as defined in any other materials used in connection with Rule 433(h) under the OfferingAct (a “road show”), or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, and shall will reimburse such any Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionaction as such expenses are incurred, 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, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made in reliance upon and in conformity with information furnished to the Company by or on behalf of an Underwriter, specifically for use in the preparation thereof; it being understood and agreed that the only information furnished by or on behalf of an Underwriter 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 7(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 will indemnify and hold harmless the UnderwritersInvestor Parties, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any lossesLosses to which they may become subject under the 1933 Act or otherwise, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of of, relating to or based upon: (i) an any untrue statement or alleged untrue statement of a any material fact contained in the any Registration Statement, any preliminary Prospectus, final Prospectus or other document, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsblue sky application (as defined below), or arise out of any amendment or are based upon the supplement thereof or any omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or, in the case of the Registration Statement, necessary to make the statements therein not misleading or, in the case of any preliminary Prospectus, final Prospectus or other document, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Investor Shares under the securities laws thereof (any such application, document or information herein called a “Blue Sky Application”); (iii) any violation or alleged violation by the Company or its agents of the 1933 Act, the 1934 Act or any similar federal or state law or any rule or regulation promulgated thereunder applicable to the Company or its agents and shall relating to any action or inaction required of the Company in connection with the registration or the offer or sale of the Investor Shares pursuant to any Registration Statement; or (iv) any failure to register or qualify the Investor Shares included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on the Investor’s behalf and will reimburse such Underwriter the Investor Indemnified Party Parties for any legal or other expenses reasonably incurred by it them in connection with evaluatinginvestigating, investigating preparing or defending against any such loss, claim, damage, liability or actionLosses; provided, however, that the Company shall will not be liable in any such case if and to the extent extent, but only to the extent, that any such loss, claim, damage, expense or liability arises Losses arise out of or is are based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission so made in conformity with information furnished by the Investor or any preliminary prospectus, any such controlling Person in writing specifically for use in such Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall 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 of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and Act, 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, any 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 7(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 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 of 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, any 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 7(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 (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 of 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, any 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 7(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 of or Section 20 of the Exchange Act (collectively Act) and the “Underwriter Indemnified Parties,” officers, directors, agents and employees of each a “Underwriter Indemnified Party”) such controlling Person, to the fullest extent 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, 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 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 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyAgreement.

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

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the UnderwritersCitigroup, 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 Citigroup within the meaning of Section 15 of either the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any and all losses, claims, damages or liabilities, joint or several, 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 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, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of Citigroup specifically for inclusion therein, it being understood and agreed that the only such information furnished by Citigroup consists of the information described as such in subsection (b) below. The indemnification obligations under this Section 7(a) are not exclusive and This indemnity agreement will be in addition to any liability, liability which the Underwriters might otherwise have and shall not limit any rights or remedies which Company may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

Indemnification by the Company. The Company shall will indemnify and hold harmless the Underwriterseach Purchaser and its officers, their respective affiliates and each of their respective directors, officers, members, employees and agents agents, successors and assigns, and each other person, if any, who controls such Underwriters Purchaser within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and Act, against any losses, claims, damages or liabilities, joint or several, to which they 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 or are based upon: (i) an any untrue statement or alleged untrue statement or omission or alleged omission of a any material fact contained in the any Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, preliminary 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 final Prospectus, or any amendment or supplement thereto, thereof; (ii) any violation by the Company or in its agents of any other materials used rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (iii) 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 misleadingqualification on an Purchaser’s behalf and will reimburse such Purchaser, and shall reimburse each such Underwriter Indemnified Party officer, director or member and each such controlling 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 or action; 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 (i) an untrue statement in, or alleged untrue statement or omission from or alleged omission so made in conformity with information furnished by such Purchaser or any preliminary prospectussuch controlling person in writing specifically for use in such Registration Statement or Prospectus, (ii) the use by an Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that such Prospectus is outdated or defective, (iii) an Purchaser’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 or omission at or prior to the written confirmation of the sale of Registrable Securities or (iv) the disposition of any Registrable Securities pursuant to any Registration Statement or the Prospectus, or any Prospectus covering such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyRegistrable Securities during an Allowed Delay.

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 Seller and, as applicable, each of their respective directorsits trustees, officersstockholders, members, employees directors, managers, partners, officers and agents employees, and each person, if any, Person who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and holder, against any all losses, claims, damages or damages, liabilities and expenses (including in settlement of including, but not limited to, reasonable attorneys’ fees and expenses) (collectively, “Losses”) caused by any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the any Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsprospectus or preliminary prospectus, or arise out of any amendment thereof or are based upon the supplement thereto (including, in each case, all documents incorporated therein by reference), or any omission from the Registration Statement, or alleged omission to state therein, of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, except insofar as the same are caused by or contained in light any information furnished in writing to the Company by such Seller expressly for use therein or by such Seller’s failure to deliver a copy of the circumstances under which they were made, not misleading; prospectus or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectuspreliminary prospectus, or any amendment amendments or supplement thereto, or in any other materials used in supplements thereto after the Company has furnished such Seller with a sufficient number of copies of the same. In connection with the an Underwritten Offering, or arise out the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters to the same extent as provided above with respect to the indemnification of or are based upon Sellers. The payments required by this Section 6.11 will be made periodically during 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 course of the circumstances under which they were madeinvestigation or defense, not misleading, as and shall reimburse such Underwriter Indemnified Party for any legal when bills are received or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or actionincurred; provided, however, that if a final and non-appealable judicial determination shall be made that such Indemnified Party (as defined below) is not entitled to indemnification for any such Losses, such Indemnified Party shall repay to the Company the amount of such Losses for which the Company shall not be liable in any have paid or reimbursed such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The (a) In any threatened, pending or completed action, suit or proceeding, each Indemnified Party who is an Officer, Director or Member or Affiliate or director or officer thereof (the “Member Indemnitees”) will, to the fullest extent permitted by law, be fully protected and indemnified and held harmless by the Company shall indemnify against all Losses incurred by virtue of his or her status as a Member Indemnitee or with respect to any action or omission taken or suffered in good faith, other than liabilities and hold harmless losses resulting from the Underwritersfraud, their respective affiliates and each breach of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 fiduciary duty or willful misconduct (including any willful violation of the Securities Act terms of this Agreement) of such Member Indemnitee. Any Indemnified Party who is not an Officer, Director or Section 20 Member may, upon approval of the Exchange Act Managing Board, to the fullest extent permitted by law, be fully protected and indemnified and held harmless by the Company against all Losses incurred by virtue of his or her status as an Indemnified Party or with respect to any action or omission taken or suffered in good faith, other than liabilities and losses resulting from the fraud, breach of fiduciary duty or willful misconduct (collectively including any willful violation of the “Underwriter Indemnified Parties,” and each a “Underwriter terms of this Agreement) of such Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement . The indemnification provided by this Section 11.3 will be recoverable only out of any litigation if such settlement is effected with the prior written consent assets of the Company, and no Member will have any personal liability on account thereof. (b) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in To the Registration Statementextent that, 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, law or in equity, an Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Company, any Member or to any other materials used in connection with Indemnified Party, an Indemnified Party acting under this Agreement will not be liable to the Offering, Company or arise out of to any Member 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 any other Indemnified Party for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Party. (c) As a condition precedent to the Member Indemnitee’s right to be indemnified, the Member Indemnitee must notify the Company in writing as soon as practicable of any action, suit, proceeding or investigation involving him or her for which indemnity hereunder will or could be sought. With respect to any action, suit, proceeding or investigation of which the Company is so notified, the Company will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Member Indemnitee. (d) In the event that the Company does not assume the defense of any action, suit, proceeding or other investigation of which the Company receives notice under this Section 11.3, the Company will pay in advance of the final disposition of such matter any expenses reasonably (including attorneys’ fees) incurred by it a Member Indemnitee in connection with evaluatingdefending a civil or criminal action, investigating suit, proceeding or defending against such loss, claim, damage, liability investigation or actionany appeal therefrom; provided, however, that the payment of such expenses incurred by a Member Indemnitee in advance of the final disposition of such matter will be made only upon receipt of an undertaking by or on behalf of the Member Indemnitee to repay all amounts so advanced in the event that it will ultimately be determined that the Member Indemnitee is not entitled to be indemnified by the Company shall not as authorized in this Section 11.3, which undertaking will be liable in accepted without reference to the financial ability of the Member Indemnitee to make such repayment; and further provided that the Member Indemnitee will repay the Company any such case advancement of expenses in respect of a matter for which it is ultimately determined by a court of competent jurisdiction that (i) the Member Indemnitee did not act (A) in good faith and in a manner the Member Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (B) in the good faith reliance on the provisions of this Agreement, or (ii) with respect to any criminal action or proceeding, the Member Indemnitee had reasonable cause to believe his conduct was unlawful. (e) The Company will not indemnify a Member Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such Member Indemnitee unless the initiation thereof was approved by both Members. In addition, the Company will not indemnify a Member Indemnitee to the extent that such Member Indemnitee is reimbursed from the proceeds of insurance, and in the event the Company makes any indemnification payments to a Member Indemnitee and such lossMember Indemnitee is subsequently reimbursed from the proceeds of insurance, claimsuch Member Indemnitee will promptly refund such indemnification payments to the Company to the extent of such insurance reimbursement. (f) All determinations hereunder as to the entitlement of a Member Indemnitee to indemnification or advancement of expenses will be made in each instance by (i) the Managing Board, damage(ii) independent legal counsel (who may, expense or liability arises out of or is based upon an untrue statement into the extent permitted by law, be regular legal counsel to the Company), or omission (iii) a court of competent jurisdiction. (g) The indemnification rights provided in this Section 11.3 (i) will not be deemed exclusive of any other rights to which a Member Indemnitee may be entitled under any law, agreement or otherwise, and (ii) will inure to the benefit of the heirs, executors and administrators of the Member Indemnitees. The Company may, to the extent authorized from any preliminary prospectustime to time by the Managing Board, any Registration Statement grant indemnification rights to other employees or agents of the ProspectusCompany or other Persons serving the Company and such rights may be equivalent to, or any such amendment greater or supplement theretoless than, those set forth in this Section 11.3. Any indemnification to be provided hereunder may be provided although the Person to be indemnified is no longer a Member, Director or Officer or an Affiliate, or any Issuer Free Writing Prospectus a director or officer of a Member. Notwithstanding the foregoing, the indemnification rights provided in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are 11.3 do not exclusive and will be replace, amend or supersede the indemnity 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 PartyLicense Agreement.

Indemnification by the Company. The (a) In connection with any Demand Registration and/or Piggy-Back Registration, the Company shall will indemnify and hold harmless the Underwriters, their respective affiliates each Participating Holder and each of their respective directors, officers, members, employees and agents agents, shareholders, limited partners and each personunderwriters, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any lossesloss (excluding loss of profits), claimsliability, damages or liabilities claim, damage and expense whatsoever (including reasonable legal fees and expenses), including any amounts paid in settlement of any litigation if such settlement is effected with the prior written consent of the Company) investigation, order, litigation, proceeding or claim, joint or several, incurred, arising out of (i) an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany Prospectus, or any amendment or supplement thereto, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulationsall documents incorporated therein by reference, or arise out of or are based upon the any omission from the Registration Statement, or alleged omission to state therein, therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light 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 Prospectusas incurred, 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 omission any failure to comply with applicable Securities Laws (other than any failure to comply with applicable Securities Laws by such Participating Holder or alleged omission 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 actionunderwriter); provided, however, provided that the Company shall not be liable under this Section 3.2(a) for any settlement of any action effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided further that the indemnity provided for in this Section 3.2(a), in respect of a given Participating Holder shall not apply to any such case loss, liability, claim, damage or expense to the extent that any such lossincurred, claim, damage, expense or liability arises arising out of or is based upon an any untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, alleged untrue statement or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering omission made in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by such Participating Holder or underwriter stating that such information is being provided for use in the Prospectus. The indemnification obligations under Any amounts advanced by the Company to an Indemnified Party pursuant to this Section 7(a3.2(a) are not exclusive and as a result of such losses will be returned to the Company if it is finally determined by a court in addition a judgment not subject to any liabilityappeal or final review that such Indemnified Party was not entitled to indemnification by the Company. (b) For greater certainty, which the Underwriters might otherwise have rights to indemnification provided in Section 3.2(a) may be exercised by each Participating Holder individually and separately from the rights to indemnification of the other Participating Holders provided in Section 3.2(a), and shall not limit be affected in any rights way by the exercise, non-exercise or remedies which may otherwise be available at law waiver, in whole or in equity part, by any other Participating Holder of such rights to each Underwriter Indemnified Partyindemnification.

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

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriterseach holder of Registrable Securities, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, person who controls such Underwriters holder of Registrable Securities within the meaning of either Section 15 of the Securities Act of or Section 20 20(a) of the Exchange Act and the officers, directors, employees and agents of each such holder and control Person (collectively the “Underwriter each such Person being sometimes hereinafter referred to as an "Indemnified Parties,” and each a “Underwriter Indemnified Party”Holder") from and against any all losses, claims, damages or liabilities damages, liabilities, costs (including in settlement costs of any litigation if such settlement is effected with the prior written consent preparation and attorneys' fees) and expenses (including expenses of the Companyinvestigation) 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 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 registration statement or alleged untrue statement of a material fact contained prospectus or in the Prospectus, or any amendment or supplement thereto, thereto or in any other materials used in connection with the Offeringpreliminary prospectus, 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 therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information relating to such Indemnified Holder and furnished in writing to the Company by such Indemnified Holder expressly for use therein. This indemnity shall reimburse be in addition to any liability which the Company may otherwise have. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted against an Indemnified Holder in respect of which indemnity may be sought from the Company, such Underwriter Indemnified Party for Holder shall promptly notify the Company in writing, and the Company shall, at its expense, assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Holder and the payment of all expenses. The failure so to notify the Company shall not relieve the Company from any legal obligation or other liability except to the extent (but only to the extent) that it shall finally be determined by a court of competent jurisdiction (which determination is not subject to appeal) that the Company has been materially prejudiced by such failure. Such Indemnified Holder shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses reasonably incurred by of such counsel shall be at the expense of such Indemnified Holder unless (A) the Company has agreed to pay such fees and expenses or (B) the Company shall have failed promptly to assume the defense of such action or proceeding or has failed to employ counsel satisfactory to such Indemnified Holder or (C) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Holder and the Company or an Affiliate of the Company, and there may be one or more defenses available to such Indemnified Holder which are additional to, or in conflict with, those available to the Company or such Affiliate (in which case, if such Indemnified Holder notifies the Company in writing that it in connection with evaluatingelects to employ separate counsel at the expense of the Company, investigating the Company shall not have the right to assume the defense of such action or defending against proceeding on behalf of such lossIndemnified Holder, claim, damage, liability or action; providedit being understood, however, that the Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Holder). The Company shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such case action or proceeding, the Company agrees to indemnify and hold harmless such Indemnified Holders from and against any loss or liability by reason of such settlement or judgment. Whether or not such defense is assumed by the Company, no Indemnified Holder shall be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld). The Company shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to each Indemnified Holder of a release, in form and substance satisfactory to the extent that Indemnified Holder, from all liability in respect of such proceeding for which such Indemnified Holder would be entitled to indemnification hereunder (whether or not any such loss, claim, damage, expense or liability arises out of or Indemnified Holder is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement a party thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party).

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the Underwriters, their respective affiliates Ormat and its Affiliates and each of their respective shareholders, partners, members, directors, officers, members, employees and agents and each person(each, 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 an “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any and all losses, claims, damages and liabilities (other than Taxes except as expressly contemplated hereby), including all Environmental Claims or liabilities (including in settlement of arising under Environmental Laws or relating to Hazardous Materials, and any litigation if Recapture Liability, to which such settlement is effected with the prior written consent of the Company) Indemnified Party may become subject related to or arising out of (i) an untrue statement any transaction contemplated by the Financing Documents or alleged untrue statement of a material fact contained in the Registration Statementexecution, including the information deemed to be a part delivery and performance 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, Financing Documents or any amendment or supplement other document required hereunder (other than any Project Document, the terms of which shall govern the indemnity obligations between the Persons party thereto, or in ) and the financing transactions contemplated by the Financing Documents and will reimburse 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 all expenses reasonably (including reasonable and documented counsel fees and expenses) as they are incurred by it in connection with evaluating, investigating or defending against such therewith. The Company will not be liable under the foregoing indemnification provision to an Indemnified Party to the extent that any loss, claim, damage, liability or action; providedexpense that has resulted from such Indemnified Party’s (or any Related Party’s) bad faith, howevergross negligence or willful misconduct. In the case of an investigation, that litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the transactions contemplated hereby is consummated. The Company also agrees that no Indemnified Party shall not be liable have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, or any such case security holders or creditors thereof related to or arising out of the execution, delivery and performance of any Financing Document or the financing transactions contemplated by the Financing Documents, except to the extent that any such loss, claim, damage, expense damage or liability arises has resulted from such Indemnified Party’s material breach of this Agreement, bad faith, gross negligence or willful misconduct. To the extent permitted by Applicable Law, the Company shall not assert, and the Company hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of or is based upon an untrue statement inof, in connection with, or omission from as a result of, this Agreement or any preliminary prospectusother Financing Document, any Registration Statement the Advance Amount or the Prospectususe of the proceeds thereof. Each of the Company and Ormat recognize and agree that the relevant Project Document, and not this Agreement or any other Financing Document, sets forth the indemnity obligations of each of the parties to such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyProject Document.

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

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

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless each Holder participating in an offering of Registrable Securities, the Underwriters, underwriters selling such Holder’s Registrable Securities and their respective affiliates and each of their respective officers, directors, officers, members, employees Affiliates and agents and each person, if any, Person who controls such Underwriters (within the meaning of Section 15 the Securities Act or the Exchange Act) any of them, including any general partner or manager of any thereof, and each Person who controls the Company (within the meaning of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”Act) from and against any all losses, claims, damages or damages, liabilities and expenses (including in settlement reasonable out-of-pocket fees and disbursements of any litigation if such settlement is effected with the prior written consent of the Companycounsel) arising out of (i) an or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statementany 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 preliminary 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 Prospectusfree writing prospectus, or any amendment thereof or supplement thereto, thereto or in any other materials used in connection with the Offering, document incorporated by reference therein 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 thereintherein (in the case of the prospectus or any preliminary prospectus, 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 except insofar as the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering same are made in reliance upon on and in conformity with any information with respect to such Holder or Person furnished in writing to the Underwriter InformationCompany by such Holder or Person expressly for use therein. The indemnification obligations Company further agrees to indemnify and hold harmless each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) against all losses, claims, damages, liabilities and expenses (including reasonable out-of-pocket counsel fees and disbursements) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any document, report or information filed with the Commission under the Exchange Act or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are made in reliance on and in conformity with any information with respect to such Person furnished in writing to the Company by such Person expressly for use therein. Notwithstanding any other provision of this Agreement, the Company shall advance all expenses incurred by or on behalf of an indemnified party pursuant to this Section 7(a3.04(a) are not exclusive and will be in addition within thirty (30) days after the receipt by the Company of a statement or statements from the indemnified party requesting such advance or advances from time to any liabilitytime, which whether prior to or after final disposition of such proceeding. Such statement or statements shall reasonably evidence 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 Partyexpenses incurred by the 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 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 of 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, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyShareholders.

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

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

Indemnification by the Company. The Company shall indemnify and hold harmless agrees to indemnify, to the Underwritersfullest extent permitted by law, their respective affiliates the Purchasers and each officer, director, employee, counsel, agent and representative of their respective directors, officers, members, employees and agents each Purchaser and each person, if any, Person who controls any such Underwriters Person (within the meaning of either Section 15 of the Securities 1933 Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” 1934 Act) against, and each a “Underwriter Indemnified Party”) from hold it and against any them harmless from, all losses, claimscxxxxx, damages or liabilities xamages, liabilities, costs (including, without limitation, costs of preparation and attorneys' fees and disbursements) and expenses, including in settlement expenses of any litigation if such settlement is effected with the prior written consent of the Companyinvestigation (collectively, "LOSSES") arising out of (i) an of, caused by 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 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 any omission or alleged omission to state therein, of a material fact required to be stated therein or necessary to make the statements thereintherein not misleading (a "MISSTATEMENT/OMISSION"), 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, except that the Company shall not be liable (i) insofar as such Misstatement/Omission is based upon and in any such case conformity with information furnished in writing to the Company by the Purchasers expressly for use therein and (ii) to the extent that any such loss, claim, damage, expense or liability claim arises out of or is based upon an untrue statement in, or omission from a Misstatement/Omission made in any preliminary prospectus, any Registration Statement (x) to the extent such Misstatement/Omission is corrected in the final prospectus and (y) having previously been timely furnished by or on behalf of the ProspectusCompany with sufficient copies of the final prospectus, such indemnified Person thereafter fails to deliver such prospectus prior to or any concurrently with the sale to the Person who purchased a Registrable Security from such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in indemnified Person and who is asserting such claim. In connection with an underwritten offering, the Offering made Company will indemnify such underwriters, selling brokers, dealer managers and similar securities industry professionals participating in reliance upon the distribution, their officers and in conformity with directors and each Person who controls (within the Underwriter Informationmeaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act) such underwriters to the same extent as provided above witx xxxxxxt to the indemnification of the Purchasers. The indemnification obligations under this Section 7(a) are not exclusive and will This indemnity shall be in addition to any liability, other indemnification arrangements to 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 Partyparty.

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

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

Indemnification by the Company. The Company shall indemnify and hold harmless the UnderwritersUnderwriter, their its respective affiliates and each of their its respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters 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, any the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a8(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless harmless, to the Underwritersfull extent permitted by law, their respective affiliates each selling Holder of Registrable Securities and each of their respective directors, officersofficers and partners, members, employees and agents and each person, if any, Person who controls such Underwriters (within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act Act) such Persons (collectively the each, an “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified PartyPerson”) from and against any and all losses, claims, damages or damages, liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Person is a party thereto) and expenses (including in settlement reasonable costs of any litigation if such settlement is effected with the prior written consent of the Company) investigation and legal expenses), joint or several (each, a “Loss” and collectively “Losses”), arising out of or based upon (i) an any misstatement in or omission from any representation or warranty, or any breach of covenant or agreement, in each case made or deemed made by the Company in any underwriting or similar agreement entered into by the Company in connection with any Registration Statement, (ii) any violation by the Company of the Securities Act or any U.S. state securities or “blue sky” laws, rules or regulations, in either case in connection with any Registration Statement, (iii) 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 to make the statements therein, in light of the circumstances under which they were made, not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment thereof or supplement thereto, thereto or in any other materials used in connection with the Offering, documents incorporated by reference therein) or arise out of or are based upon the (iv) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which 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 indemnify an Indemnified Person to the extent that any such loss, claim, damage, expense or liability Loss arises out of or is based upon an untrue statement in, or alleged untrue statement or omission from or alleged omission made in any preliminary prospectus, any such Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by such Holder expressly for use in the preparation thereof or arises out of or is based upon such Holder’s failure to deliver a copy of the Prospectus or any amendments or supplements thereto to a purchaser (if so required) after the Company has furnished such Holder with a copy of the same. The indemnification obligations under this Section 7(a) are not exclusive and will This indemnity shall be in addition to any liability, which liability the Underwriters might Company may otherwise have have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Person and shall not limit survive the transfer of such securities by such Holder. The Company will also indemnify, if the offering is an Underwritten Offering (including a Shelf Underwritten Offering) and if requested, underwriters participating in any rights or remedies which may otherwise be available at law or in equity distribution pursuant to this Agreement, their officers, directors and partners, 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 modifications) with respect to the indemnification of each Holder.

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 of or Section 20 of the Exchange Act Act) and the officers, directors, partners, members, managers, trustees and employees of each such controlling Person (collectively the each, 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, any 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 7(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 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 of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any and all losses, claims, damages or liabilities, joint or several, 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 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, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering alleged omission made therein in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany by or on behalf of 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 7(a) are not exclusive and This indemnity agreement will be in addition to any liability, liability which the Underwriters might otherwise have and shall not limit any rights or remedies which Company may otherwise be available at law or in equity to each Underwriter Indemnified Partyhave.

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

Indemnification by the Company. The Company shall indemnify and hold harmless 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 of 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 Company shall not be liable in any Registration Statement 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 7(a) are not exclusive and will be in addition to any liability, which of the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyHolders.

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 of 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, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a8.3 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 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 of 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, any Registration Statement or not by its express terms required to be performed prior to 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 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified PartyAgreement.

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

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, membersdirectors and employees (collectively, employees the “Acquiror Indemnified Parties”) against, and agents 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 “Warranty 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 each person(C) below, if anyWarranty Breaches in respect of (x) the Fundamental Representations or (y) the representations set forth in Section 3.8(b), who controls Section 3.18 or Section 3.21 (such Underwriters within Warranty Breaches, the meaning “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 15 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 Securities Act of or Section 20 Acquiror Indemnified Parties’ Losses) and (C) until the aggregate amount of the Exchange Act Acquiror Indemnified Parties’ Losses exceeds $5,920,000 (collectively the “Underwriter Deductible Amount”), after which the Company shall only be obligated for such aggregate Losses of the Acquiror Indemnified Parties,” Parties in excess of the Deductible Amount, but only if such Losses also meet the requirements of subclauses (A) and each a “Underwriter (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 Specified Warranty Breaches) shall in no event exceed $29,600,000. Notwithstanding anything in this Article X to the contrary, except in the case of Fraud, the Company shall in no event be required to indemnify the Acquiror Indemnified Party”Parties pursuant to under Section 10.1(a)(i) from and against any losses, claims, damages or liabilities (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, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(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 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 of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each 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, any 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 7(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 of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in 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, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Party.

Indemnification by the Company. The Company shall indemnify and hold harmless the Underwriters, their respective affiliates and each of their respective directors, officers, members, employees and agents and each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) from and against any losses, claims, damages or liabilities (including in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereto, or in any other materials used in connection with the Offering, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse such Underwriter Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim, damage, liability or action, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection with the Offering made in reliance upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters 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 From and after the Closing, the Company shall indemnify each Purchaser and hold harmless the Underwritersits Subsidiaries and its and their officers, their respective affiliates and each of their respective directors, officers, membersmanagers, employees and agents and each person(collectively, 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 Purchaser Related Parties,” and each a “Underwriter Indemnified Party”) from from, and against hold each of them harmless against, any and all losses, claimsexpenses, damages, actions, suits, proceedings (including any investigation, litigation or inquiry), demands, claims and causes of action (subject to the express exclusions set forth in Section 6.3(b), “Losses”) and, in connection therewith and promptly upon demand, pay or reimburse each of them for all reasonable and documented out-of-pocket costs, losses, liabilities, damages or liabilities expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable and documented out-of-pocket expenses incurred in settlement connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of any litigation if them), whether or not involving a Third Party Claim, incurred by or asserted against such settlement is effected with the prior written consent Purchaser Related Parties, as a result of the Company) or arising out of (ia) an untrue statement the failure of the representations or alleged untrue statement of a material fact warranties made by the Company contained in the Registration StatementSection 2.1(a), including the information deemed (b), (c), (h), (j) and (v) to be a part true and correct (the “Company Indemnification Representations”), or (b) the breach of any of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B covenants 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 Company 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 actionherein; provided, howeverthat in the case of the immediately preceding clause (a), that such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty as set forth in Section 6.7; provided further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall have given written notice (stating in reasonable detail the basis of the claim for indemnification) to the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used in connection accordance with the Offering made in reliance terms and conditions of this Agreement shall constitute the date upon and in conformity with the Underwriter Information. The indemnification obligations under this Section 7(a) are not exclusive and will be in addition to any liability, which the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partysuch claim has been made.

Indemnification by the Company. The Excluding any Indemnity Claim (as defined herein) arising solely from an Indemnified Party's (as defined herein) breach of this Agreement or breach of any other agreements between an Indemnified Party and the Company, the Company shall agrees to indemnify and hold harmless the UnderwritersPurchasers and their Affiliates, their respective affiliates and each of their respective directors, officers, partners, members, employees and employees, agents and assignees (including Affiliates thereof) (each person, if any, who controls such Underwriters within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each a “Underwriter an "Indemnified Party”") from and against any and all losses, claims, damages (including, without limitation, diminution in value of the Shares), liabilities or other expenses to which such Indemnified Party may become subject, insofar as such losses, claims, damages, liabilities (including or actions or other proceedings commenced or threatened in settlement of any litigation if such settlement is effected with the prior written consent of the Companyrespect thereof) 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 other expenses arise out of or are based upon in any way relate to or result from this Agreement, the omission from Amended Commitment Letter or the Registration StatementAmended Term Sheet, including, without limitation, as a result of any breach by the Company of any representation, warranty, covenant or alleged omission to state agreement contained herein or therein, a 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 way arise from any use or intended use of this Agreement, the OfferingAmended Commitment Letter, the Amended Term Sheet 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 proceeds of the circumstances under which they were made, not misleadingpurchase of the Shares, and shall the Company agrees to reimburse such Underwriter (on an as-incurred monthly basis) each Indemnified Party for any legal or other expenses reasonably incurred by it in connection with evaluatinginvestigating, investigating defending or defending against participating in any such loss, claim, damage, liability or action; providedaction or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), howeverbut excluding therefrom all expenses, losses, claims, damages and liabilities that are finally determined in a non-appealable decision of a court of competent jurisdiction to have resulted solely from the Company gross negligence or willful misconduct of such Indemnified Party (each, an "Indemnity Claim"). In the event of any litigation or dispute involving this Agreement, the Amended Commitment Letter and/or the Amended Term Sheet, the Purchasers shall not be responsible or liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, Company or any such amendment other Person for any special, indirect, consequential, incidental 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 Informationpunitive damages. The indemnification obligations of the Company under this Section 7(a) 13 shall remain effective whether or not any of the Contemplated Transactions are not exclusive consummated and will be in addition to notwithstanding any liability, which the Underwriters might otherwise have termination of this Agreement and shall not limit be binding upon the Company, and any rights successor-in-interest to the Company, in the event that the Plan or remedies which may otherwise be available at law or in equity to each Underwriter Indemnified Partyany alternative plan of reorganization of the Company is consummated.

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

Indemnification by the Company. The Company shall agrees to indemnify and hold harmless the UnderwritersFund, their respective affiliates the Distributor and the Adviser and each of their respective directors, officers, membersemployees, employees agents and agents directors or trustees and each person, if any, who controls such Underwriters the Fund, Distributor or Adviser within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange 1933 Act (collectively collectively, the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”for purposes of this Section 8.1) from and against any and all losses, claims, expenses, damages or and liabilities (including amounts paid in settlement of any litigation if such settlement is effected with the prior written consent of the Company) arising out or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) or settlements are related to the sale or acquisition of (i) the Fund’s shares or the Contracts and: The Company shall not be liable under this indemnification provision with respect to any losses, claims, expenses, damages, liabilities or litigation to which an untrue statement Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or alleged untrue statement of a material fact contained gross negligence in the Registration Statement, including performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations or duties under this Agreement. The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving 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 nature of the Securities Act Regulationsclaim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), or arise out but failure to notify the Company of or are based upon any such claim shall not relieve the omission Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision, except to the extent that the Company has been prejudiced by such failure to give notice. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Registration Statement, or alleged omission Company to state therein, a material fact required to be stated therein or necessary to make the statements therein, in light such party of the circumstances under which they were madeCompany’s election to assume the defense thereof, not misleading; or (ii) an untrue statement or alleged untrue statement the Indemnified Party shall bear the fees and expenses 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 misleadingadditional counsel retained by it, and shall reimburse the Company will not be liable to such Underwriter Indemnified Party party under this Agreement for any legal or other expenses reasonably subsequently incurred by it in connection with evaluating, investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or omission from any preliminary prospectus, any Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus or in any other materials used party independently in connection with the Offering made in reliance upon and in conformity with the Underwriter Informationdefense thereof other than reasonable costs of investigation. The indemnification obligations Indemnified Parties will promptly notify the Company of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to the Fund’s registration statement under this Section 7(athe 1933 Act or prospectus, (ii) any request by the SEC for any amendment to such registration statement or prospectus that may affect the offering of shares of the Fund, (iii) the initiation of any litigation or proceedings for that purpose or for any other purpose relating to the registration or offering of the Fund’s shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of shares of any Fund in any state or jurisdiction, including, without limitation, any circumstances in which (a) such shares are not exclusive registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Fund and Adviser will be in addition make every reasonable effort to prevent the issuance, with respect to any liabilityFund, which of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the Underwriters might otherwise have and shall not limit any rights or remedies which may otherwise be available lifting thereof at law or in equity to each Underwriter Indemnified Partythe earliest possible time.